10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q/A

Amendment No. 1 

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

For the quarterly period ended March 31, 2018

OR

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

Commission file number: 333-215083

IASO BIOMED, INC.

(Exact name of registrant as specified in its charter)

Colorado	47-3474169
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

7315 East Peakview Avenue

Centennial, Colorado 80111

(Address of principal executive offices) (Zip Code)

(720) 389-0650

(Registrant’s telephone number, including area code)

Indicate by checkmark 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 x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO x

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(do not check if a smaller reporting company)		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying any new or revised financial accounting standards provided pursuant to Section 14 (a) if the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

As of May 1, 2018 there were 34,927,632 shares of common stock outstanding.

Explanatory Note

This Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, originally filed with the U.S. Securities and Exchange Commission on May 15, 2018, is being filed solely for the purpose of restating the March 31, 2018 Condensed Financial Statements to correct an error in accounting for certain warrants as explained more fully in Note 6 of the accompanying notes to condensed financial statements.

This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment continues to speak as of the date of the original Form 10-Q, and does not modify, amend or update in any way the financial statements or any other item or disclosures for events occurring after the filing of the original Form 10-Q on May 15, 2018.

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IASO BioMed, Inc.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		16
Item 4.	Controls and Procedures		16
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		17
Item 1A.	Risk Factors		17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3.	Defaults Upon Senior Securities		17
Item 4.	Mine Safety Disclosures		17
Item 5.	Other Information		17
Item 6.	Exhibits		17
	Signatures		18

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

IASO BIOMED, INC.
CONDENSED BALANCE SHEETS
MARCH 31, 2018 AND DECEMBER 31, 2017
(UNAUDITED)
				March 31,	December 31,
				2018	2017
CURRENT ASSETS:
	Cash			$57,989	$20,191
	Prepaid expenses			156	1,562
		Total current assets		58,145	21,753
TOTAL ASSETS				$58,145	$21,753
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accounts payable			$33,498	$64,427
	Note payable, related party			60,000	60,000
	Accrued salaries			243,750	187,500
	Accrued board fees			105,000	-
	Accrued interest, related party			3,091	2,203
		Total current liabilities		445,339	314,130
TOTAL LIABILITIES				445,339	314,130
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' DEFICIT:
	Preferred stock, $.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding			-	-
	Common stock, $.0001 par value, 100,000,00 shares authorized; 34,902,632 and 34,252,632 shares issued and outstanding			3,490	3,425
	Additional paid-in capital			1,569,489	1,108,126
	Accumulated deficit			(1,960,173)	(1,403,928)
			Total shareholders' deficit	(387,194)	(292,377)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT				$58,145	$21,753

2

IASO BIOMED, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE  ENDED MARCH 31, 2018 AND 2017
(UNAUDITED)
				For the three months ended
				March 31,
					2018	2017
Revenues					$-	$-
Operating expenses:
	General and administrative				545,357	203,731
	Research and development				10,000	139,581
			Total operating expenses		555,357	343,312
Loss From Operations					(555,357)	(343,312)
Other Expenses:
	Interest expense, related party				888	370
			Total other expenses		888	370
	Net Loss				$(556,245)	$(343,682)
Earnings per Common Share:
	Basic and diluted loss per share				$(0.02)	$(0.01)
Weighted average number of common Shares outstanding:
		Basic and diluted			34,527,632	33,493,250

3

IASO BIOMED, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
THREE MONTHS ENDED MARCH 31, 2018
(UNAUDITED)
			ADDITIONAL
	COMMON STOCK		PAID-IN	ACCUMULATED
	SHARES	AMOUNT	CAPITAL	DEFICIT	TOTAL
BALANCE, December 31, 2017	34,252,632	3,425	1,108,126	(1,403,928)	(292,377)
Sale of common stock	250,000	25	99,975	-	100,000
Warrant exercises	400,000	40	3,960	-	4,000
Share-based compensation	-	-	357,428	-	357,428
Net loss	-	-	-	(556,245)	(556,245)
BALANCE, March 31, 2018	34,902,632	$3,490	$1,569,489	$(1,960,173)	$(387,194)

4

IASO BIOMED, INC.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
(UNAUDITED)
				For the three months ended March 31,
						2018		2017
Cash Flows from Operating Activities:
	Net loss				$(556,245)		$(343,682)
	Adjustments to reconcile net loss to net cash used in operating activities:
			Share-based compensation		357,428		132,187
			Contributed services		-		5,000
		Changes in assets and liabilities:
			Prepaid expenses		1,407		(1,197)
			Accounts payable		(30,930)		164,704
			Accrued salaries		56,250		18,750
			Accrued board fees		105,000
			Accrued interest, related party		888		370
		Net cash used in operating activities			(66,202)		(23,868)
Cash Flows from Financing Activities:
	Proceeds from issuance of notes payable, related party				-		-
	Payments on notes payable, related party				-		-
	Proceeds from sale of common stock				100,000		54,000
	Proceeds from the exercise of warrants				4,000		-
		Net cash provided by financing activities			104,000		54,000
Net Increase (Decrease) in Cash					37,798		30,132
Cash, beginning of period					20,191		13,191
Cash, end of period					$57,989		$43,323

5

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Nature of Operations and Summary of Significant Accounting Policies:

Nature of Operations – IASO BioMed, Inc. (“IASO” or the “Company”) is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well as drugs that may qualify for orphan drug status. The Company is developing a unique, first in class drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the body’s own production rather than using synthetic hormones and steroids. It is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease. There is no assurance that these research and development activities will result in products that can be sold. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado.

Basis of presentation - The interim unaudited financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as of and for the three month periods ended March 31, 2018 and 2017. The December 31, 2017 Balance Sheet included herein was derived from the audited year-end financial statements of the Company. Certain information and footnote disclosures normally included in unaudited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim unaudited financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2017, notes and accounting policies thereto included in the Company’s Annual Report on Form 10-K.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Cash and Cash Equivalents – For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents.

Use of Estimates – The preparation of the Company’s financial statements, in conformity with generally accepted accounting principles, requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include but are not limited to the valuation of share-based awards.

Research and Development Costs – Research and development costs are charged to operations in the period incurred. For the three months ended March 31, 2018 and 2017, the Company incurred $10,000 and $139,581 in research and development costs, respectively.

Share-based Compensation – Share-based payments are measured at their estimated fair value on the date of grant. Share-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Share-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For warrants that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested warrants on a straight-line basis over the remaining vesting period.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of warrants and the market price of our common stock, or comparable public companies if our stock is not trading, on the date of grant for the fair value. Our determination of fair value of share-based awards is affected by those stock prices as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. 

6

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Income Taxes – The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Fair Value of Financial Instruments – The carrying value of cash and cash equivalents and trade accounts payable are considered to approximate fair value due to the short-term nature of these instruments.

Earnings Per Share – Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants, plus the conversion of convertible notes, if any. There were 9,620,000 and 8,585,000, respectively, shares excluded as they were anti-dilutive at March 31, 2018 and 2017.

Recently Issued Accounting Pronouncements– In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Although the Company currently has no lease obligations, it will adopt the new requirements if it enters into a lease obligation.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on how certain cash receipts and cash payments should be presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. ASU 2016-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2017. This standard will not have a material impact on the Company’s results of operations or financial position.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of ASU 2016-18 is not expected to have a material impact on the financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period ending June 30, 2019 and interim periods within that annual period. Early adoption is permitted. The Company does not expect ASU 2017-09 will have a significant impact on its financial statements upon adoption.

7

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2. Going Concern:

At March 31, 2018 and December 31, 2017, the Company had cash of $57,989 and $20,191, respectively. It also had a working capital deficit of $387,194 and $292,377, respectively and an accumulated deficit of $1,960,173 and $1,403,928, respectively. This raises substantial doubt about the Company's ability to continue as a going concern. Management is taking action to ensure the Company will continue as a going concern for at least one year beyond the date of the issuance of the Company’s financial statements. From March 11, 2015 (Inception) through March 31, 2018, the Company has sold $664,342 in common stock. Common stock sales continue pursuant to the Company’s private placement offering. Additionally, the Company received approval for its Form S-1 Registration Statement with the Securities and Exchange Commission, through which it intends to offer for sale additional shares of its common stock. These fundraising efforts may not be successful. While there can be no assurances, management believes that these actions will enable the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3. Related Party Transactions:

Note Payable – In October 2016, the Company executed an unsecured note payable to Richard Schell, the Company’s Chief Executive officer, founder and stockholder for $25,000 bearing interest at 6% per annum, which remained outstanding at March 31, 2018 and December 31, 2017 with accrued interest payable of $2,067 and $1,697, respectively.

In October 2017, the Company executed an unsecured promissory note to Richard Schell for $35,000 bearing interest at 6% per annum, which remained outstanding at March 31, 2018 and December 31, 2017 with accrued interest payable of $1,024 and $506, respectively.

A total of $888 and $370 of interest expense was accrued during the three-month periods ended March 31, 2018 and 2017, respectively.

Employment Agreements – In March 2017 the Company entered into an employment agreement with its CEO for a two-year term. The base salary of $150,000 per annum is payable to the CEO only upon the Company’s raising of an additional $750,000. Mr. Schell will assume his responsibilities on a part time basis until requested by the Board of Directors to become a full-time executive. The CEO also received warrants to purchase 250,000 shares of the Company’s common stock at $0.40 per share for a period of five years after issuance. 125,000 warrants vested upon signing the agreement and the remaining 125,000 vested in March 2018. The CEO will also be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. The agreement provides for severance payments.

In March 2017 the Company entered into an employment agreement with its CFO for a two-year term. The CFO will assume his responsibilities on a part time basis until requested by the Board of Directors to become a full-time executive. The base salary of $75,000 per annum is payable to the CFO only upon the Company’s raising of an additional $750,000. When the CFO becomes a full-time executive, his salary will be increased to $125,000 per annum. The CFO also received warrants to purchase 500,000 shares of the Company’s common stock at $0.40 per share for a period of five years after issuance. 250,000 warrants vested upon signing the agreement and the remaining 250,000 vested in March 2018. The CFO will also be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. The agreement provides for severance payments.

The Company accrued $56,250 and $18,750 in salaries related to these agreements for the three-month periods ended March 31, 2018 and 2017, respectively.

8

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Contributed Services – The Company's CEO and CFO were not paid a salary during the period from March 11, 2015 (inception) through February 28, 2017. The Company recognized the value of their services as contributed services by recognizing $5,000 of compensation expenses in general and administration expenses in the statement of operations for the three months ended March 31, 2017.

Scientific Advisory Board Agreements - Effective March 1, 2018, the Company entered into a Scientific Advisory Board Agreement with our director Dr. Papadopoulos (the “Papadopoulos Agreement”), through which Dr. Papadopoulos agreed to serve on our Scientific Advisory Board. The term of the Papadopoulos Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Papadopoulos Agreement provides for payments as follows:  an annual fee of $35,000, which includes $10,000 to serve as the Scientific Advisory Board Chairman; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $45,000 payable following a successful financing round of a minimum of $2,000,000; and should the Papadopoulos Agreement be renewed after one year, a $95,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Papadopoulos must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Papadopoulos and the Company’s Chief Executive Officer.

Also, effective March 1, 2018, we entered into a Scientific Advisory Board Agreement with our director Dr. Karatzas (the “Karatzas Agreement”), through which Dr. Karatzas agreed to serve on our Scientific Advisory Board. The term of the Karatzas Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Karatzas Agreement provides for payments as follows:  an annual fee of $25,000; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $40,000 payable following a successful financing round of a minimum of $2,000,000; and should the Karatzas Agreement be renewed after one year, a $90,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Karatzas must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Karatzas and the Company’s Chief Executive Officer.

The Company accrued a total of $105,000 in fees related to these agreements for the three-month period ended March 31, 2018, which includes $5,000 in fees and $100,000 in signing bonuses.

Services Agreement – Effective January 1, 2017, the Company pays the Company's Corporate Secretary's company $400 per month for reimbursement of certain administrative charges such as computer, internet, phone and similar items. The agreement is on a month-to-month basis and may be terminated at any time by either party. Total expense for the three months ended March 31, 2018 and 2017 was $1,200.

4. Stockholders’ Equity:

The Company has the authority to issue 110,000,000 shares of $.0001 par value stock, of which 100,000,000 shares are common stock and 10,000,000 shares are preferred stock. As of March 31, 2018, and December 31, 2017 there were 34,902,632 and 34,252,632 common stock shares issued and outstanding.

For the three-month period ended March 31, 2018, the Company sold $100,000 in its private placement, issuing 250,000 shares of our common stock at $0.40 per share that included warrants to purchase up to 250,000 shares of our common stock exercisable at $0.75 per share for a period of three years from issuance.  

9

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

During the three-month period ended March 31, 2018, the Company issued warrants to purchase up to 860,000 shares of common stock at an exercise price of $0.01 per share to business, legal and scientific consultants; 400,000 of which were to expire in December 2022 and 460,000 of which expire in February 2021. Subsequent to issuance, 400,000 of these warrants were exercised for proceeds to the Company of $4,000.  We incurred stock compensation expense totaling $336,926 in connection with the issuance of these warrants as more fully explained in Note 6 – Share-based Compensation.

5. Commitments and Contingencies:

Royalties – In January 2016, the Company signed a license agreement with The Royal Institution for the Advancement of Learning/McGill University in Canada on the Company’s potential products. This agreement requires, for each of the Company’s potential products, a 3% payment of annual net revenues, with a minimum royalty of CAD $5,000 each, per year starting on the date of commercialization of the first product developed using the intellectual property covered by the license agreement. The Company must pay milestone payments for the testosterone replacement therapy as follows:

· CAD $5,000 on the issuance of the first US patent

· CAD $25,000 on the filing of an investigational new drug application or regulatory filing

· CAD $50,000 on the initiation of the first Phase II clinical study

· CAD $100,000 on the initiation of the first Phase III clinical study

· CAD $300,000 on receipt of regulatory approval

The Company must also pay milestone payments as follows for the out of body test to identify Alzheimer’s disease as follows:

· CAD $5,000 on the issuance of the first US patent

· CAD $50,000 on the filing of a 510(k) or PMA application

· CAD $200,000 on receipt of regulatory approval

In addition, the Company issued 5% of the total number of issued and outstanding shares in the Company’s Series A financing to the same institution, or 1,652,632 shares in March 2016. This agreement, payable in Canadian dollars, exposes the Company to foreign exchange transaction gains and losses. In August 2016, the Company issued an additional 300,000 shares of the Company’s common stock to McGill in lieu of the pre-existing anti-dilution provision. As McGill owns more than 5% of the Company’s outstanding common stock, it is considered a related party.

Research Agreement– In January 2016 the Company signed a Research Agreement with The Research Institute of the McGill University Health Centre in Canada for research activities on the Company’s potential products. The agreement covers a period of one year and requires the Company to pay a total of $130,000; $65,000 of which was paid upon execution of the agreement and $65,000. The Agreement was amended in March 2017 to extend the term for one year and required the payment of an additional $130,000 over that period. The Company paid these installment payments in July and October 2017 leaving no balance due.

10

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

6. Share-based Compensation

In March 2017, the Company issued 750,000 warrants to the Company’s officers to purchase shares of our common stock at $0.40 per share. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate	1.55%
Expected term	3 years
Volatility	154%
Dividend yield	-
Fair value	$0.33

Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s historical stock warrant exercise experience does not provide a reasonable basis upon which to estimate expected term. As such, the simplified method was used to calculate the expected term.

The Company calculated volatility based on the volatilities of comparable public companies.

Total share based compensation related to these warrants was $20,502 and $132,187 for the three months ended March 31, 2018 and 2017, respectively. 

In February and March 2018 the Company issued warrants to purchase up to 860,000 shares of common stock at an exercise price of $0.01 per share to business, legal and scientific consultants; 400,000 of which were to expire in December 2022 and 460,000 of which expire in February 2021. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate	2.33 – 2.34%
Expected term	2.5 years
Volatility	182 – 217%
Dividend yield	-
Fair value	$0.39

Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s historical stock warrant exercise experience does not provide a reasonable basis upon which to estimate expected term. As such, the simplified method was used to calculate the expected term.

The Company calculated volatility based on the volatilities of comparable public companies.

Total share based compensation related to these warrants was $336,926 for the three months ended March 31, 2018. 

Restatement – The Company has restated its March 31, 2018 condensed financial statements to correct an error in accounting for the share-based compensation expense of the 860,000 warrants issued during the three month period ended March 31, 2018 above.  As a result of this calculation error, the Company revised the originally reported expense of $417,257 to $336,926, a decrease of $80,331.  

11

The following sets forth the effects of the restatement discussed above.  Amounts reflected “As Previously Reported” represent those amounts included in the Company’s initial quarterly report on Form 10-Q for the three months ended March 31, 2018, as filed on May 15, 2018.

Condensed Balance Sheet
March 31, 2018
		As Previously Reported		Adjustment		As Restated
Additional paid-in capital	$	1,649,820	$	80,331	$	1,569,489
Accumulated deficit	$	(2,040,504)	$	80,331	$	(1,960,173)

Condensed Statements of Operations
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
General and administrative	$	625,688	$	80,331	$	545,357
Total operating expenses	$	635,688	$	80,331	$	555,357
Loss from operations	$	(635,688)	$	80,331	$	(555,357)
Net Loss	$	(636,576)	$	80,331	$	556,245

Condensed Statement of Stockholders’ Deficit
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
Share-based compensation	$	437,759	$	80,331	$	357,428
Additional paid-in capital	$	1,649,820	$	80,331	$	1,569,489
Net Loss	$	(636,576)	$	80,331	$	556,245
Accumulated deficit	$	(2,040,504)	$	80,331	$	(1,960,173)

Condensed Statement of Cash Flows
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
Net Loss	$	(636,576)	$	80,331	$	556,245
Share-based compensation	$	437,759	$	80,331	$	357,428

7. Subsequent Events:

In April 2018, the Company issued 25,000 shares of common stock upon the exercise of a common stock purchase warrant at an exercise price of $0.01 per share for total proceeds to the Company of $250.

Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements.

12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The following discussion should be read in conjunction with our Registration Statement on Form S-1, and the financial statements and accompanying notes included in Part I, Item I of this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, including the statements listed in the section below entitled Part II, Item 1A—Risk Factors. These statements are based on our beliefs and expectations about future outcomes, and are subject to risks and uncertainties that could cause our actual results to differ materially from anticipated results. Factors that could cause or contribute to such differences include those described in Part II, Item 1A—Risk Factors of this Quarterly Report on Form 10-Q; factors described in our Registration Statement on Form S-1, under the section entitled Part I, Item 1A—Risk Factors—Forward-Looking Statements; and factors described in other cautionary statements, cautionary language and risk factors set forth in other filings with the Securities and Exchange Commission (SEC). We undertake no obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise.

IASO BioMedÒ, Inc. (IASO or the "Company") is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well and/or and drugs that may qualify for orphan drug status. The Company is developing a drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the body's own testosterone production rather than using synthetic hormones and steroids, and developing an out of body test to identify Alzheimer's disease. IASO is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimer's disease. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado.

JOBS Act –We are an "emerging growth company" as defined in the recently-enacted JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not "emerging growth companies." As an "emerging growth company" under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies.

Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an "emerging growth company" until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a "large accelerated filer" as defined under the federal securities laws.

We have not generated any revenue to date, and we do not currently have a product ready for sale.

16

At March 31, 2018 and December 31, 2017, the Company had cash of $57,989 and $20,191, respectively. It also had a working capital deficit of $399,694 and $292,377, respectively and an accumulated deficit of $2,051,785 and $1,403,928, respectively. Our losses have principally been operating expenses incurred in startup research and development costs, general and administrative, legal, and intellectual property expenses. We expect to continue to incur substantial costs for these activities over at least the next year. Management is taking action to ensure the Company will continue as a going concern for at least one year beyond the date of the issuance of the Company’s financial statements. From March 11, 2015 (Inception) through March 31, 2018, the Company has sold $691,502 in common stock. Common stock sales continue pursuant to the Company’s private placement offering. Additionally, the Company received approval for its Form S-1 Registration Statement with the Securities and Exchange Commission, through which it intends to offer for sale additional shares of its common stock.

If we are unable to obtain additional financing on a timely basis, we may have to curtail our development, and business activities, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue our operations and liquidate. See "Liquidity and Capital Resources" below.

Results of Operations

Three months ended March 31, 2018 compared to three months ended March 31, 2018

The following table presents a summary of our statements of operations for the three months ended March 31, 2018 and 2017.

	For the Three Months Ended
	March 31,
	2018		2017
Revenues		$-		$-
Operating Expenses		635,588		343,312
Loss from Operations		(635,688)		(343,312)
Other Expenses		(888)		(370)
Net Loss		$(636,576)		$(343,682)
Earnings per Common Share:
Basic and Diluted		$(0.02)		$(0.01)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted		34,527,632		33,493,250

Revenues

The Company was incorporated on March 11, 2015 and has no revenues to-date and has no products ready for sale.

General and administrative

General and administrative expenses consist primarily of professional legal and accounting fees related to the preparation and filing of the Company’s Form S-1 registration statement and Form 10-Qs and Form 10-K, and compensation. Total general and administrative expenses increased by $421,957 the three months ended March 31, 2018 compared to the three months ended March 31, 2017. The primary reason for the increase is the recording of share-based compensation of $437,759 in 2018 compared to $30,753 in 2017, and accrued Scientific Advisory Board fees of $105,000 in 2018 and none in 2017. We expect that our general and administrative expenses will increase as we expand our staff, develop our infrastructure and incur additional costs to support the execution of our business plan.

The Company incurred $0 and $1,468, respectively, in intellectual property expenses for the three months ended March 31, 2018 and 2017 that are included as general and administrative expenses.

16

Research and development

Research and development costs are charged to operations in the period incurred. For three months ended March 31, 2018 and 2017, total research and development expenses were $10,000 and $139,581, respectively.

Interest expense

For the three months ended March 31, 2018 and 2017, the Company accrued interest expense of $888 and $370, respectively, for note payable related party totaling $60,000 during that period which was outstanding at March 31, 2018 and December 31, 2017.

Liquidity and Capital Resources

We measure our liquidity in a number of ways, including the following:

	March 31, 2018		December 31, 2017
Cash		$57,989		$20,191
Working Capital Deficit		$(387,194)		$(292,377)

Since our inception, we have not generated any revenues and have funded our operations through the sale of our equity securities and through notes payable from the Company’s CEO. The implementation of our business plan, as discussed in "Business," will require the receipt of sufficient grant, equity and/or debt financing to purchase necessary technology and materials, fund our research and development efforts, and otherwise fund our operations. If we are able to complete our offering under the recently approved Form S-1 Registration Statement in full, we anticipate that the estimated net proceeds of $4,800,000 from that offering (assuming no underwriter or brokerage commissions are paid in connection with the offering) will fund our operations until at least December 31, 2018.

	For the three months ended March 31,
	2018		2017
Cash (used in) provided by:
Operating activities		$(66,202)		$(23,868)
Financing activities		$104,000		$54,000

Net Cash Used in Operating Activities

For the three months ended March 31, 2018 and 2017, we experienced negative cash flows from operating activities of $66,202 and $23,868, respectively. This is due primarily to a net loss of $636,576 and $343,682, respectively. The loss for the three months ended March 31, 2018 is reduced by share-based compensation of $437,759, accrued Scientific Advisory Board fees of $105,000, accrued salaries of $56,250 a decrease of prepaid expenses of $1,407 and accrued interest expense of $888, less a decrease in accounts payable of $30,930. For the three months ended March 31, 2017 the loss is reduced by an increase in accounts payable of $164,704, share based compensation of $132,187, accrued salaries of $18,750, contributed services of $5,000 and accrued interest of $370 less a change in prepaid expenses of $1,197. We anticipate that we will continue to use cash in operating activities in the near future.

16

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2018 and 2017 totaled $104,000 and $54,000, respectively, as a result of common stock sales in both years and a warrant exercise in 2018. We continue to seek additional funding through our private placement and through a public offering.

For the three months ended March 31, 2018 the Company sold $100,000 in its private placement, issuing 250,000 shares of our common stock at $0.40 per share. There were also 400,000 shares issued for an exercise of warrants for proceeds of $4,000. For the three months ended March 31, 2017, the Company issued 135,000 shares of commons stock for total proceeds of $54,000 through its private placement memorandum.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties other than as described following under “Contractual Obligations.” We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures.

Our management including our CEO and CFO, who act as our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our CEO and CFO concluded that, as of March 31, 2018, our disclosure controls and procedures were not effective as of such date because due to the small size and limited financial resources, our chief financial officer, corporate secretary and chief executive officer are the only individuals involved in the accounting and financial reporting. As a result, the Company lacks sufficient accounting personnel to ensure the accurate and timely filing of its periodic reports. This limited segregation of duties represents a material weakness.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

16

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

You should consider carefully the factors discussed in the “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017, which could materially affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In April 2018, the Company issued 25,000 shares of common stock upon the exercise of a common stock purchase warrant by an unaffiliated third party at an exercise price of $0.01 per share for total proceeds to the Company of $250.

We offered and sold the securities in reliance on an exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits filed as a part of this Quarterly Report on Form 10-Q are listed on the Exhibit Index, which is incorporated by reference herein.

Exhibits:

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IASO BioMed, Inc.
(Registrant)
Date: November 19, 2018	By:	/s/ Mr. Richard Schell
		Mr. Richard Schell
		Chief Executive Officer
		(Principal Executive Officer)
Date: November 19, 2018	By:	/s/ Mr. Duane Knight
		Mr. Duane Knight
		Chief Financial Officer
		(Principal Accounting Officer)

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302(a)

OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Schell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A-1 for the period ended March 31, 2018, of IASO BioMed, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s BOD (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2018	By:	/s/ Mr. Richard Schell
		Mr. Richard Schell
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

 EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302(a)

OF THE SARBANES-OXLEY ACT OF 2002

I, Duane Knight, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A-1 for the period ended March 31, 2018, of IASO BioMed, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s BOD (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2018	By:	/s/ Duane Knight
		Duane Knight
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS OF PRESIDENT AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Schell, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q/A-1 of IASO BioMed, Inc. for the quarterly period ended March 31, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of IASO BioMed, Inc.

Date: November 19, 2018	By:	/s/ Mr. Richard Schell
		Mr. Richard Schell
		Chief Executive Officer
		(Principal Executive Officer)

I, Duane Knight, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q/A-1 of IASO BioMed, Inc. for the quarterly period ended March 31, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of IASO BioMed, Inc.

Date: November 19, 2018	By:	/s/ Duane Knight
		Duane Knight
		Chief Financial Officer
		(Principal Financial Officer)

The foregoing certifications are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are not to be incorporated by reference into any filing of IASO BioMed, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2018 shares
Document and Entity Information:
Entity Registrant Name	IASO BIOMED, INC.
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Trading Symbol	iaso
Entity Incorporation, State Country Name	Colorado
Entity Incorporation, Date of Incorporation	Mar. 11, 2015
Amendment Flag	true
Entity Central Index Key	0001662907
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	34,902,632
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Description	This Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, originally filed with the U.S. Securities and Exchange Commission on May 15, 2018, is being filed solely for the purpose of restating the March 31, 2018 Condensed Financial Statements to correct an error in accounting for certain warrants as explained more fully in Note 6 of the accompanying notes to condensed financial statements. This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment continues to speak as of the date of the original Form 10-Q, and does not modify, amend or update in any way the financial statements or any other item or disclosures for events occurring after the filing of the original Form 10-Q on May 15, 2018.

XML

IASO BIOMED, INC. - Balance Sheets - USD ($)		Mar. 31, 2018	Dec. 31, 2017
Current Assets:
Cash		$ 57,989	$ 20,191
Prepaid expenses		156	1,562
Total Currents Assets		58,145	21,753
Total Assets		58,145	21,753
Current Liabilities:
Accounts payable		33,498	64,427
Note payable, related party		60,000	60,000
Accrued salaries		243,750	187,500
Accrued board fees		105,000
Accrued interest, related party		3,091	2,203
Total Current Liabilities		445,339	314,130
Total Liabilities		445,339	314,130
Commitments and Contingencies	[1]
Stockholders' Deficit
Preferred stock
Common stock		3,490	3,425
Additional paid-in capital		1,569,489	1,108,126
Accumulated deficit		(1,960,173)	(1,403,928)
Total Stockholders' Deficit		(387,194)	(292,377)
Total Liabilities and Stockholders' Deficit		$ 58,145	$ 21,753

[1] See Note 5

XML

Statement of Financial Position - Parenthetical - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	34,902,632	34,252,632
Common Stock, Shares Outstanding	34,902,632	34,252,632

XML

IASO BIOMED, INC. - Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement
Revenues
Operating Expenses:
General and administrative	545,357	203,731
Research and development	10,000	139,581
Total operating expenses	555,357	343,312
Loss From Operations	(555,357)	(343,312)
Other Expenses:
Interest expense, related party	888	370
Total other expenses	888	370
Net Loss	$ (556,245)	$ (343,682)
Earnings per Common Share:
Basic and diluted loss per share	$ (0.02)	$ (0.01)
Weighted average number of common shares outstanding:
Basic and diluted	34,527,632	33,493,250

XML

IASO BIOMED, INC. - Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows from Operating Activities:
Net Loss	$ (556,245)	$ (343,682)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	357,428	132,187
Contributed services		5,000
Changes in assets and liabilities:
Prepaid expenses, increase decrease	1,407	(1,197)
Accounts payable, increase decrease	(30,930)	164,704
Accrued salaries, increase decrease	56,250	18,750
Accrued board fees, increase decrease	105,000
Accrued interest, related party, increase decrease	888	370
Net cash used in operating activities	(66,202)	(23,868)
Cash Flows from Financing Activities:
Proceeds from the sale of common stock	100,000	54,000
Proceeds from the exercise of warrants	4,000
Net cash provided by financing activities	104,000	54,000
Net Increase (Decrease) in Cash	37,798	30,132
Cash, beginning of period	20,191	13,191
Cash, end of period	$ 57,989	$ 43,323

XML

1. Nature of Operations and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Notes

1. Nature of Operations and Summary of Significant Accounting Policies:

1.       Nature of Operations and Summary of Significant Accounting Policies:

Nature of Operations

IASO BioMed, Inc. (“IASO” or the “Company”) is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well as drugs that may qualify for orphan drug status. The Company is developing a unique, first in class drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the body’s own production rather than using synthetic hormones and steroids. It is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease. There is no assurance that these research and development activities will result in products that can be sold. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado.

Basis of presentation

The interim unaudited financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as of and for the three month periods ended March 31, 2018 and 2017. The December 31, 2017 Balance Sheet included herein was derived from the audited year-end financial statements of the Company. Certain information and footnote disclosures normally included in unaudited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim unaudited financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2017, notes and accounting policies thereto included in the Company’s Annual Report on Form 10-K.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents.

Use of Estimates

The preparation of the Company’s financial statements, in conformity with generally accepted accounting principles, requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include but are not limited to the valuation of share-based awards.

Research and Development Costs

 Research and development costs are charged to operations in the period incurred. For the three months ended March 31, 2018 and 2017, the Company incurred $10,000 and $139,581 in research and development costs, respectively.

Share-based Compensation

Share-based payments are measured at their estimated fair value on the date of grant. Share-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Share-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For warrants that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested warrants on a straight-line basis over the remaining vesting period.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of warrants and the market price of our common stock, or comparable public companies if our stock is not trading, on the date of grant for the fair value. Our determination of fair value of share-based awards is affected by those stock prices as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. 

Income Taxes

The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents and trade accounts payable are considered to approximate fair value due to the short-term nature of these instruments.

Earnings Per Share

Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants, plus the conversion of convertible notes, if any. There were 9,620,000 and 8,585,000, respectively, shares excluded as they were anti-dilutive at March 31, 2018 and 2017.

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Although the Company currently has no lease obligations, it will adopt the new requirements if it enters into a lease obligation.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on how certain cash receipts and cash payments should be presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. ASU 2016-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2017. This standard will not have a material impact on the Company’s results of operations or financial position.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of ASU 2016-18 is not expected to have a material impact on the financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period ending June 30, 2019 and interim periods within that annual period. Early adoption is permitted. The Company does not expect ASU 2017-09 will have a significant impact on its financial statements upon adoption.

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2. Going Concern

3 Months Ended

Mar. 31, 2018

Notes

2. Going Concern:

2. Going Concern:

At March 31, 2018 and December 31, 2017, the Company had cash of $57,989 and $20,191, respectively. It also had a working capital deficit of $387,194 and $292,377, respectively and an accumulated deficit of $1,960,173 and $1,403,928, respectively. This raises substantial doubt about the Company's ability to continue as a going concern. Management is taking action to ensure the Company will continue as a going concern for at least one year beyond the date of the issuance of the Company’s financial statements. From March 11, 2015 (Inception) through March 31, 2018, the Company has sold $664,342 in common stock. Common stock sales continue pursuant to the Company’s private placement offering. Additionally, the Company received approval for its Form S-1 Registration Statement with the Securities and Exchange Commission, through which it intends to offer for sale additional shares of its common stock. These fundraising efforts may not be successful. While there can be no assurances, management believes that these actions will enable the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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3. Related Party Transactions

3 Months Ended

Mar. 31, 2018

Notes

3. Related Party Transactions:

3. Related Party Transactions:

Note Payable – In October 2016, the Company executed an unsecured note payable to Richard Schell, the Company’s Chief Executive officer, founder and stockholder for $25,000 bearing interest at 6% per annum, which remained outstanding at March 31, 2018 and December 31, 2017 with accrued interest payable of $2,067 and $1,697, respectively.

In October 2017, the Company executed an unsecured promissory note to Richard Schell for $35,000 bearing interest at 6% per annum, which remained outstanding at March 31, 2018 and December 31, 2017 with accrued interest payable of $1,024 and $506, respectively.

A total of $888 and $370 of interest expense was accrued during the three-month periods ended March 31, 2018 and 2017, respectively.

Employment Agreements – In March 2017 the Company entered into an employment agreement with its CEO for a two-year term. The base salary of $150,000per annum is payable to the CEO only upon the Company’s raising of an additional $750,000. Mr. Schell will assume his responsibilities on a part time basis until requested by the Board of Directors to become a full-time executive. The CEO also received warrants to purchase 250,000 shares of the Company’s common stock at $0.40 per share for a period of five years after issuance. 125,000 warrants vested upon signing the agreement and the remaining 125,000 vest in March 2018. The CEO will also be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. The agreement provides for severance payments.  

In March 2017 the Company entered into an employment agreement with its CFO for a two-year term. The CFO will assume his responsibilities on a part time basis until requested by the Board of Directors to become a full-time executive. The base salary of $75,000 per annum is payable to the CFO only upon the Company’s raising of an additional $750,000. When the CFO becomes a full-time executive, his salary will be increased to $125,000 per annum. The CFO also received warrants to purchase 500,000 shares of the Company’s common stock at $0.40 per share for a period of five years after issuance. 250,000 warrants vested upon signing the agreement and the remaining 250,000 vest in March 2018. The CFO will also be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. The agreement provides for severance payments.

The Company accrued $56,250 and $18,750 in salaries related to these agreements for the three-month periods ended March 31, 2018 and 2017, respectively.

Contributed Services – The Company's CEO and CFO were not paid a salary during the period from March 11, 2015 (inception) through February 28, 2017. The Company recognized the value of their services as contributed services by recognizing $5,000 of compensation expenses in general and administration expenses in the statement of operations for the three months ended March 31, 2017.

Scientific Advisory Board Agreements - Effective March 1, 2018, the Company entered into a Scientific Advisory Board Agreement with our director Dr. Papadopoulos (the “Papadopoulos Agreement”), through which Dr. Papadopoulos agreed to serve on our Scientific Advisory Board. The term of the Papadopoulos Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Papadopoulos Agreement provides for payments as follows:  an annual fee of $35,000, which includes $10,000 to serve as the Scientific Advisory Board Chairman; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $45,000 payable following a successful financing round of a minimum of $2,000,000; and should the Papadopoulos Agreement be renewed after one year, a $95,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Papadopoulos must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Papadopoulos and the Company’s Chief Executive Officer.

Also, effective March 1, 2018, we entered into a Scientific Advisory Board Agreement with our director Dr. Karatzas (the “Karatzas Agreement”), through which Dr. Karatzas agreed to serve on our Scientific Advisory Board. The term of the Karatzas Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Karatzas Agreement provides for payments as follows:  an annual fee of $25,000; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $40,000 payable following a successful financing round of a minimum of $2,000,000; and should the Karatzas Agreement be renewed after one year, a $90,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Karatzas must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Karatzas and the Company’s Chief Executive Officer.

The Company accrued a total of $105,000 in fees related to these agreements for the three-month period ended March 31, 2018, which includes $5,000 in fees and $100,000 in signing bonuses.

Services Agreement – Effective January 1, 2017, the Company pays the Company's Corporate Secretary's company $400 per month for reimbursement of certain administrative charges such as computer, internet, phone and similar items. The agreement is on a month-to-month basis and may be terminated at any time by either party. Total expense for the three months ended March 31, 2018 and 2017 was $1,200.

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4. Stockholders' Equity

3 Months Ended

Mar. 31, 2018

Notes

4. Stockholders' Equity:

4. Stockholders’ Equity:

The Company has the authority to issue 110,000,000 shares of $0.0001 par value stock, of which 100,000,000 shares are common stock and 10,000,000 shares are preferred stock. As of March 31, 2018, and December 31, 2017 there were 34,902,632 and 34,252,632 common stock shares issued and outstanding.

For the three-month period ended March 31, 2018, the Company sold $100,000 in its private placement, issuing 250,000 shares of our common stock at $0.40 per share that included warrants to purchase up to 250,000 shares of our common stock exercisable at $0.75 per share for a period of three years from issuance. 

During the three-month period ended March 31, 2018, the Company issued warrants to purchase up to 860,000 shares of common stock at an exercise price of $0.01 per share to business, legal and scientific consultants; 400,000 of which were to expire in December 2022 and 460,000 of which expire in February 2021. Subsequent to issuance, 400,000 of these warrants were exercised for proceeds to the Company of $4,000.  We incurred stock compensation expense totaling $336,926 in connection with the issuance of these warrants as more fully explained in Note 6 – Share-based Compensation.

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5. Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Notes

5. Commitments and Contingencies:

5. Commitments and Contingencies:

Royalties – In January 2016, the Company signed a license agreement with The Royal Institution for the Advancement of Learning/McGill University in Canada on the Company’s potential products. This agreement requires, for each of the Company’s potential products, a 3% payment of annual net revenues, with a minimum royalty of CAD $5,000 each, per year starting on the date of commercialization of the first product developed using the intellectual property covered by the license agreement. The Company must pay milestone payments for the testosterone replacement therapy as follows:

· CAD $5,000 on the issuance of the first US patent

· CAD $25,000 on the filing of an investigational new drug application or regulatory filing

· CAD $50,000 on the initiation of the first Phase II clinical study

· CAD $100,000 on the initiation of the first Phase III clinical study

· CAD $300,000 on receipt of regulatory approval

The Company must also pay milestone payments as follows for the out of body test to identify Alzheimer’s disease as follows:

· CAD $5,000 on the issuance of the first US patent

· CAD $50,000 on the filing of a 510(k) or PMA application

· CAD $200,000 on receipt of regulatory approval

In addition, the Company issued 5% of the total number of issued and outstanding shares in the Company’s Series A financing to the same institution, or 1,652,632 shares in March 2016. This agreement, payable in Canadian dollars, exposes the Company to foreign exchange transaction gains and losses. In August 2016, the Company issued an additional 300,000 shares of the Company’s common stock to McGill in lieu of the pre-existing anti-dilution provision. As McGill owns more than 5% of the Company’s outstanding common stock, it is considered a related party.

Research Agreement– In January 2016 the Company signed a Research Agreement with The Research Institute of the McGill University Health Centre in Canada for research activities on the Company’s potential products. The agreement covers a period of one year and requires the Company to pay a total of $130,000; $65,000 of which was paid upon execution of the agreement and $65,000. The Agreement was amended in March 2017 to extend the term for one year and required the payment of an additional $130,000 over that period. The Company paid these installment payments in July and October 2017 leaving no balance due.

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6. Share-based Compensation

3 Months Ended

Mar. 31, 2018

Notes

6. Share-based Compensation

6. Share-based Compensation

In March 2017, the Company issued 750,000 warrants to the Company’s officers to purchase shares of our common stock at $0.40 per share. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		1.55	%
Expected term		3 years
Volatility		154	%
Dividend yield		-
Fair value	$	0.33

Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s historical stock warrant exercise experience does not provide a reasonable basis upon which to estimate expected term. As such, the simplified method was used to calculate the expected term.

The Company calculated volatility based on the volatilities of comparable public companies.

Total share based compensation related to these warrants was $20,502 and $132,187 for the three months ended March 31, 2018 and 2017, respectively. 

In February and March 2018 the Company issued warrants to purchase up to 860,000 shares of common stock at an exercise price of $0.01 per share to business, legal and scientific consultants; 400,000 of which were to expire in December 2022 and 460,000 of which expire in February 2021. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		2.33 – 2.34	%
Expected term		2.5 years
Volatility		182-217	%
Dividend yield		-
Fair value	$	0.39

Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s historical stock warrant exercise experience does not provide a reasonable basis upon which to estimate expected term. As such, the simplified method was used to calculate the expected term.

The Company calculated volatility based on the volatilities of comparable public companies.

Total share based compensation related to these warrants was $336,926 for the three months ended March 31, 2018. 

Restatement – The Company has restated its March 31, 2018 condensed financial statements to correct an error in accounting for the share-based compensation expense of the 860,000 warrants issued during the three month period ended March 31, 2018 above.  As a result of this calculation error, the Company revised the originally reported expense of $417,257 to $336,926, a decrease of $80,331. 

The following sets forth the effects of the restatement discussed above.  Amounts reflected “As Previously Reported” represent those amounts included in the Company’s initial quarterly report on Form 10-Q for the three months ended March 31, 2018, as filed on May 15, 2018.

Condensed Balance Sheet
March 31, 2018
		As Previously Reported		Adjustment		As Restated
Additional paid-in capital	$	1,649,820	$	80,331	$	1,569,489
Accumulated deficit	$	(2,040,504)	$	80,331	$	(1,960,173)

Condensed Statements of Operations
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
General and administrative	$	625,688	$	80,331	$	545,357
Total operating expenses	$	635,688	$	80,331	$	555,357
Loss from operations	$	(635,688)	$	80,331	$	(555,357)
Net Loss	$	(636,576)	$	80,331	$	556,245

Condensed Statement of Stockholders’ Deficit
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
Share-based compensation	$	437,759	$	80,331	$	357,428
Additional paid-in capital	$	1,649,820	$	80,331	$	1,569,489
Net Loss	$	(636,576)	$	80,331	$	556,245
Accumulated deficit	$	(2,040,504)	$	80,331	$	(1,960,173)

Condensed Statement of Cash Flows
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
Net Loss	$	(636,576)	$	80,331	$	556,245
Share-based compensation	$	437,759	$	80,331	$	357,428

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7. Subsequent Events

3 Months Ended

Mar. 31, 2018

Notes

7. Subsequent Events:

7. Subsequent Events:

In April 2018, the Company issued 25,000 shares of common stock upon the exercise of a common stock purchase warrant at an exercise price of $0.01 per share for total proceeds to the Company of $250.

Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements.

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1. Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Nature of Operations

Nature of Operations

IASO BioMed, Inc. (“IASO” or the “Company”) is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well as drugs that may qualify for orphan drug status. The Company is developing a unique, first in class drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the body’s own production rather than using synthetic hormones and steroids. It is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease. There is no assurance that these research and development activities will result in products that can be sold. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado.

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1. Nature of Operations and Summary of Significant Accounting Policies: Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Basis of Presentation

Basis of presentation

The interim unaudited financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as of and for the three month periods ended March 31, 2018 and 2017. The December 31, 2017 Balance Sheet included herein was derived from the audited year-end financial statements of the Company. Certain information and footnote disclosures normally included in unaudited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim unaudited financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2017, notes and accounting policies thereto included in the Company’s Annual Report on Form 10-K.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

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1. Nature of Operations and Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents.

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1. Nature of Operations and Summary of Significant Accounting Policies: Use of Estimates (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Use of Estimates

Use of Estimates

The preparation of the Company’s financial statements, in conformity with generally accepted accounting principles, requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include but are not limited to the valuation of share-based awards.

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1. Nature of Operations and Summary of Significant Accounting Policies: Research and Development Costs (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Research and Development Costs

Research and Development Costs

 Research and development costs are charged to operations in the period incurred. For the three months ended March 31, 2018 and 2017, the Company incurred $10,000 and $139,581 in research and development costs, respectively.

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1. Nature of Operations and Summary of Significant Accounting Policies: Share-based Compensation (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Share-based Compensation

Share-based Compensation

Share-based payments are measured at their estimated fair value on the date of grant. Share-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Share-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For warrants that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested warrants on a straight-line basis over the remaining vesting period.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of warrants and the market price of our common stock, or comparable public companies if our stock is not trading, on the date of grant for the fair value. Our determination of fair value of share-based awards is affected by those stock prices as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. 

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1. Nature of Operations and Summary of Significant Accounting Policies: Income Taxes (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Income Taxes

Income Taxes

The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

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1. Nature of Operations and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents and trade accounts payable are considered to approximate fair value due to the short-term nature of these instruments.

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1. Nature of Operations and Summary of Significant Accounting Policies: Earnings Per Share (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Earnings Per Share

Earnings Per Share

Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants, plus the conversion of convertible notes, if any. There were 9,620,000 and 8,585,000, respectively, shares excluded as they were anti-dilutive at March 31, 2018 and 2017.

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1. Nature of Operations and Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Although the Company currently has no lease obligations, it will adopt the new requirements if it enters into a lease obligation.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on how certain cash receipts and cash payments should be presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. ASU 2016-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2017. This standard will not have a material impact on the Company’s results of operations or financial position.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of ASU 2016-18 is not expected to have a material impact on the financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period ending June 30, 2019 and interim periods within that annual period. Early adoption is permitted. The Company does not expect ASU 2017-09 will have a significant impact on its financial statements upon adoption.

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6. Share-based Compensation: Schedule of Assumptions 2017 (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Schedule of Assumptions 2017

Risk-free interest rate		1.55	%
Expected term		3 years
Volatility		154	%
Dividend yield		-
Fair value	$	0.33

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6. Share-based Compensation: Schedule of Assumptions Used (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Schedule of Assumptions Used

Risk-free interest rate		2.33 – 2.34	%
Expected term		2.5 years
Volatility		182-217	%
Dividend yield		-
Fair value	$	0.39

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6. Share-based Compensation: Restatement of Balance Sheet (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Restatement of Balance Sheet

Condensed Balance Sheet
March 31, 2018
		As Previously Reported		Adjustment		As Restated
Additional paid-in capital	$	1,649,820	$	80,331	$	1,569,489
Accumulated deficit	$	(2,040,504)	$	80,331	$	(1,960,173)

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6. Share-based Compensation: Restatement of Statement of Operations (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Restatement of Statement of Operations

Condensed Statements of Operations
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
General and administrative	$	625,688	$	80,331	$	545,357
Total operating expenses	$	635,688	$	80,331	$	555,357
Loss from operations	$	(635,688)	$	80,331	$	(555,357)
Net Loss	$	(636,576)	$	80,331	$	556,245

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6. Share-based Compensation: Restatement of Statement of Stockholders' Deficit (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Restatement of Statement of Stockholders' Deficit

Condensed Statement of Stockholders’ Deficit
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
Share-based compensation	$	437,759	$	80,331	$	357,428
Additional paid-in capital	$	1,649,820	$	80,331	$	1,569,489
Net Loss	$	(636,576)	$	80,331	$	556,245
Accumulated deficit	$	(2,040,504)	$	80,331	$	(1,960,173)

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6. Share-based Compensation: Restatement of Statement of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Restatement of Statement of Cash Flows

Condensed Statement of Cash Flows
Three months ended March 31, 2018
		As Previously Reported		Adjustment		As Restated
Net Loss	$	(636,576)	$	80,331	$	556,245
Share-based compensation	$	437,759	$	80,331	$	357,428

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1. Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Details)	3 Months Ended
	Mar. 31, 2018
Details
Entity Incorporation, State Country Name	Colorado
Entity Incorporation, Date of Incorporation	Mar. 11, 2015

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1. Nature of Operations and Summary of Significant Accounting Policies: Research and Development Costs (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Details
Research and development	$ 10,000	$ 139,581

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1. Nature of Operations and Summary of Significant Accounting Policies: Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	9,620,000	8,585,000

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2. Going Concern (Details) - USD ($)	37 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Details
Cash	$ 57,989	$ 20,191
Total Stockholders' Deficit	387,194	$ 292,377
Sale of Stock, Consideration Received on Transaction	$ 664,342

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3. Related Party Transactions (Details) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Dec. 31, 2017	Oct. 31, 2017
Note payable, related party	$ 60,000		$ 60,000	$ 60,000
Accrued interest, related party	3,091		3,091	2,203
Accrued Salaries, Current	$ 56,250		56,250	18,750
Officers' Compensation			5,000
Employment Agreements | CEO
Salaries, Wages and Officers' Compensation		$ 150,000
Additional Capital to be Raised as Target		$ 750,000
Warrants Issued		250,000
Investment Warrants, Exercise Price		$ 0.40
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	125,000	125,000
Employment Agreements | CFO
Salaries, Wages and Officers' Compensation		$ 75,000
Additional Capital to be Raised as Target		$ 750,000
Warrants Issued		500,000
Investment Warrants, Exercise Price		$ 0.40
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	250,000	250,000
Chief Executive Officer
Note payable, related party	$ 25,000		$ 25,000		$ 35,000
Accounts Payable, Interest-bearing, Interest Rate	6.00%		6.00%		6.00%
Accrued interest, related party	$ 2,067		$ 2,067	1,697
Interest Payable, Current	$ 1,024		1,024	$ 506
Corporate Secretary
Reimbursement Expense			$ 1,200

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4. Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Excess Stock, Shares Authorized	110,000,000
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Shares Outstanding	34,902,632	34,252,632
Private Placement
Stock Issued During Period, Value, New Issues	$ 100,000
Stock Issued During Period, Shares, New Issues	250,000
Sale of Stock, Price Per Share	$ 0.40
Private Placement | Warrant
Common Stock, Capital Shares Reserved for Future Issuance	0.75
Business, Legal and Scientific Consultants
Warrants Issued to Purchase Common Stock	860,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01

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5. Commitments and Contingencies (Details)	1 Months Ended			3 Months Ended
	May 31, 2016 USD ($)	Jan. 31, 2016 USD ($)	Jan. 31, 2016 CAD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Aug. 31, 2016 shares	Mar. 31, 2016 USD ($) shares	Jan. 30, 2016 USD ($)	Jan. 02, 2016
Percentage of Royalty									3.00%
Royalty Expense			$ 5,000
Research and development				$ 10,000	$ 139,581
Testosterone Replacement Therapy | Milestone One
Milestone Payments			5,000
Testosterone Replacement Therapy | Milestone Two
Milestone Payments			25,000
Testosterone Replacement Therapy | Milestone Three
Milestone Payments			50,000
Testosterone Replacement Therapy | Milestone Four
Milestone Payments			100,000
Testosterone Replacement Therapy | Milestone Five
Milestone Payments			300,000
Alzheimer Disease | Milestone One
Milestone Payments			5,000
Alzheimer Disease | Milestone Two
Milestone Payments			50,000
Alzheimer Disease | Milestone Three
Milestone Payments			$ 200,000
Series A financing
Percentage of Issued and Outstanding Shares Issued As Milestone Payments							5.00%
Common Stock Shares Issued for Milestone Payment | shares							1,652,632
McGill
Shares, Issued | shares						300,000
Equity Method Investment, Ownership Percentage						5.00%
Research Agreement
Amount Payable Under Agreement							$ 130,000	$ 130,000
Research Agreement | Transaction One
Research and development		$ 65,000
Research Agreement | Transaction Two
Research and development	$ 65,000

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6. Share-based Compensation (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share Based Compensation Related to Warrants	$ 20,502	$ 132,187
Officer
Class of Warrant or Right, Outstanding		750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.40

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6. Share-based Compensation: Schedule of Assumptions 2017 (Details) - $ / shares	1 Months Ended	2 Months Ended
	Mar. 31, 2017	Mar. 31, 2018
Details
Risk Free Interest Rate	1.55%
Expected Term	3 years	2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	154.00%
Assumptions Fair Value	$ 0.33

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6. Share-based Compensation: Schedule of Assumptions Used (Details) - $ / shares	1 Months Ended	2 Months Ended
	Mar. 31, 2017	Mar. 31, 2018
Details
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum		2.33%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum		2.34%
Expected Term	3 years	2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum		182.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum		217.00%
Fair Value Maximum		$ 0.39

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6. Share-based Compensation: Restatement of Balance Sheet (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Additional paid-in capital	$ 1,569,489	$ 1,108,126
Accumulated deficit	(1,960,173)	$ (1,403,928)
As Previously Reported
Additional paid-in capital	1,649,820
Accumulated deficit	(2,040,504)
Adjustment
Additional paid-in capital	80,331
Accumulated deficit	80,331
As Restated
Additional paid-in capital	1,569,489
Accumulated deficit	$ (1,960,173)

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6. Share-based Compensation: Restatement of Statement of Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
General and administrative	$ 545,357	$ 203,731
Total operating expenses	555,357	343,312
Loss From Operations	(555,357)	(343,312)
Net Loss	(556,245)	$ (343,682)
As Previously Reported
General and administrative	625,688
Total operating expenses	635,688
Loss From Operations	(635,688)
Net Loss	(636,576)
Adjustment
General and administrative	80,331
Total operating expenses	80,331
Loss From Operations	80,331
Net Loss	80,331
As Restated
General and administrative	545,357
Total operating expenses	555,357
Loss From Operations	(555,357)
Net Loss	$ 556,245

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6. Share-based Compensation: Restatement of Statement of Stockholders' Deficit (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Share-based compensation	$ 357,428	$ 132,187
Additional paid-in capital	1,569,489		$ 1,108,126
Net Loss	(556,245)	$ (343,682)
Accumulated deficit	(1,960,173)		$ (1,403,928)
As Previously Reported
Share-based compensation	437,759
Additional paid-in capital	1,649,820
Net Loss	(636,576)
Accumulated deficit	(2,040,504)
Adjustment
Share-based compensation	80,331
Additional paid-in capital	80,331
Net Loss	80,331
Accumulated deficit	80,331
As Restated
Share-based compensation	357,428
Additional paid-in capital	1,569,489
Net Loss	556,245
Accumulated deficit	$ (1,960,173)

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6. Share-based Compensation: Restatement of Statement of Cash Flows (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net Loss	$ (556,245)	$ (343,682)
Share-based compensation	357,428	$ 132,187
As Previously Reported
Net Loss	(636,576)
Share-based compensation	437,759
Adjustment
Net Loss	80,331
Share-based compensation	80,331
As Restated
Net Loss	556,245
Share-based compensation	$ 357,428