Executive Officer and majority shareholder, Dr. Gregory Mongean
and Christopher Dean (the “Members”). to the Share Exchange
Agreement, at the closing thereof (the “Closing”) the Company
agreed to exchange the outstanding membership interests of
Unprescribed held by the Members for an aggregate of 25,000,000
shares of common stock of the Company. Ian Jenkins, the holder
of 1,830,000 shares of common stock and 100 shares of Series A
Preferred Stock, agreed to cancel such shares as of and at the
Closing. Other than Mr. Jenkins, shareholders of Company’s
common stock hold approximately 109,907 shares, which will
remain unchanged by the Share Exchange Agreement. In addition,
at the Closing, the holders of an aggregate of approximately
$1,357,000 of outstanding convertible notes issued by the
Company have agreed to limit conversion of such debt to a
maximum of 8,500,000 shares of common stock, or approximately
25% of the post-Closing outstanding shares of common stock, and
the remaining debt will be cancelled.

At the Closing, two additional members of Unprescribed, Dr.
Gregory Mongean and Christopher Dean, will become officers and
directors of the Company.

The Share Exchange Agreement contemplates that the issuance of
shares of our Common Stock to holders of Unprescribed’s
membership interests in connection therewith will be exempt
from the registration requirements of the Securities Act of
1933, as amended, to Section 4(a)(2) thereof, which exempts
transactions by an issuer not involving any public offering,
and Regulation D under that section, and that these securities,
when issued, may not be offered or sold in the United States
absent such registration or an applicable exemption from such
registration requirements, and will be subject to further
contractual restrictions on transfer as described in the Share
Exchange Agreement.

The Share Exchange Agreement and the transactions contemplated
thereby have been approved by the Board of Directors of the
Company and the Members of Unprescribed.

The Share Exchange Agreement will terminate automatically if
the transactions contemplated herein have not occurred by May
31, 2017, and it may be terminated by Unprescribed or the
Company under certain specified circumstances.

– 2 –

All descriptions of the Share Exchange Agreement herein are
qualified in their entirety by reference to the text thereof
filed as Exhibit 2.1 hereto, which is incorporated herein by
reference. The Share Exchange Agreement governs the contractual
rights between the parties in relation to the transactions
contemplated thereby and contains customary representations and
warranties and pre- and post-closing covenants of each party.
The Share Exchange Agreement is not intended to be, and should
not be relied upon as, making disclosures regarding any facts
and circumstances relating to the Company or Unprescribed. The
Share Exchange Agreement is described in this Current Report on
Form 8-K and attached as Exhibit 2.1 hereto only to provide
investors with information regarding the terms and conditions
of the Share Exchange Agreement, and, except for its status as
a contractual document that establishes and governs the legal
relationship among the parties thereto with respect to the
transactions contemplated thereby, is not intended to provide
any other factual information regarding the Company or
Unprescribed or the actual conduct of their respective
businesses during the pendency of the Share Exchange Agreement,
or to modify or supplement any factual disclosures about the
Company contained in any of the Company’s public reports filed
with the Securities Exchange Commission (the “SEC”). The
representations and warranties contained in the Share Exchange
Agreement have been negotiated with the principal purpose of
establishing the circumstances under which a party may have the
right not to consummate the transaction if the representations
and warranties of the other party prove to be untrue due to a
change in circumstance or otherwise, and of allocating risk
between the parties, rather than establishing matters as facts.
These representations, warranties and covenants were made as of
specific dates and only for purposes of the Share Exchange
Agreement, not for the benefit of any investors, and are
subject to important exceptions and limitations, including a
contractual standard of materiality different from that
generally relevant to investors, and are qualified by
information in confidential disclosure schedules that the
parties exchanged in connection with the execution of the Share
Exchange Agreement. The parties reserve the right to, but are
not obligated to amend or revise the Share Exchange Agreement.
Accordingly, investors should not rely on representations and
warranties as characterizations of the actual state of facts,
or for any other purpose, at the time they were made or
otherwise.

This current report on Form 8-K is issued in accordance with
Rule 135c under the Securities Act, and is neither an offer to
sell any securities, nor a solicitation of an offer to buy, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.

Convertible Promissory Note

On April 11, 2017, the Company issued a Convertible Promissory
Note (“Note”) to an accredited investor. The Note has an
aggregate principal amount of $500,000, matures one year from
the date of issuance (the “Maturity Date”), and bears an
interest rate of 8% per annum. The holder may convert the Note
at any time up to the Maturity Date into shares of the
Company’s common stock, par value $0.001 per share, at a
conversion price equal to $1.00 per share. The Company may
prepay the Note prior to the Maturity Date and/or the date of
conversion without penalty upon receiving the written consent
of the holder.

– 3 –

The information set forth in Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

These securities were not registered under the Securities Act
of 1933, as amended (the “Securities Act”), but qualified for
exemption under Section 4(2) of the Securities Act. The
securities were exempt from registration under Section 4(2) of
the Securities Act because the issuance of such securities by
the Company did not involve a “public offering,” as defined
in Section 4(2) of the Securities Act, due to the insubstantial
number of persons involved in the transaction, size of the
offering, manner of the offering and number of securities
offered. The Company did not undertake an offering in which it
sold a high number of securities to a high number of investors.
In addition, these shareholders had the necessary investment
intent as required by Section 4(2) of the Securities Act since
they agreed to, and received, share certificates bearing a
legend stating that such securities are restricted to Rule 144
of the Securities Act. This restriction ensures that these
securities would not be immediately redistributed into the
market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the
Securities Act.

Item 5.01 Changes in Control of Registrant.

On April 5, 2017, Ian Jenkins acquired 1,830,000 shares of
Common Stock of the Company, representing approximately 94.3%
of the issued and outstanding shares of Common Stock of the
Company as of such date, from Acadian Group, Inc., Cumbria
Capital, LP, and Kenneth I. Denos, PC, the previous majority
shareholders of the Company. Ian Jenkins also acquired 100
shares of Series A Preferred Stock from Cumbria Capital, LP,
representing all of the issued and outstanding shares of Series
A Preferred Stock of the Company. The Series A Preferred Stock
is not convertible into common stock and carries no dividend,
distribution, or liquidation rights, but each share of Series A
Preferred Stock holds 10,000,000 voting rights and is entitled
to vote together with our common stock on all matters.
Consequently, the Mr. Jenkins unilaterally controls the
election of the Company’s Board of Directors, all matters upon
which shareholder approval is required, and ultimately, the
direction of the Company.

– 4 –

The disclosures set forth in Item 5.01 above are incorporated
by reference into this Item 5.02(a).

On April 5, 2017, the Company’s Chief Executive Officer and
President, Chene Gardner, resigned from all positions
previously held at the Company, effective immediately. In
addition, Chene Gardner submitted his Board of Directors
resignation, which shall become effective on the 10^th
day following the mailing of this information statement to the
stockholders of the Company (the “Effective Date”).

There were no disagreements between Mr. Gardner and the Company
or any of its officer or directors.

The disclosures set forth in Item 5.01 above are incorporated
by reference into this Item 5.02(c).

On April 5, 2017, Ian Jenkins, was appointed as Chief Executive
Officer, Chief Financial Officer, and Director, effective
immediately.

The disclosures set forth in Item 5.01 above are incorporated
by reference into this Item 5.02(d).

The business background descriptions of the newly appointed
officer and directors are as follows:

– 5 –