10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended SEPTEMBER 30, 2019

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	[X]	Smaller reporting company	[X]
		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 November 15, 2019 there were 37,248,744 shares of common stock outstanding.

IASO BioMed, Inc.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
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	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
	Signatures	19

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

IASO BIOMED, INC.

CONDENSED BALANCE SHEETS

SEPTEMBER 30, 2019 AND DECEMBER 31, 2018

(UNAUDITED)

	September 30, 2019			December 31, 2018
CURRENT ASSETS:
Cash	$	3,394		$	140,234
Prepaid expenses		3,015			1,451
Total current assets		6,409			141,685
TOTAL ASSETS	$	6,409		$	141,685
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	203,620		$	92,901
Accounts payable, related party		85,400			43,000
Note payable, related party		69,000			60,000
Accrued salaries		571,250			402,500
Accrued board fees		185,000			140,000
Accrued interest, related party		8,578			5,803
Total current liabilities		1,122,848			744,204
TOTAL LIABILITIES		1,122,848			744,204
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; 37,248,744 and 35,952,632 shares issued and outstanding		3,725			3,595
Additional paid-in capital		2,637,155			2,435,051
Accumulated deficit		(3,757,319	)		(3,041,165	)
Total shareholders’ deficit		(1,116,439	)		(602,519	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,409		$	141,685

2

IASO BIOMED, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMER 30, 2019 AND 2018

(UNAUDITED)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2019			2018			2019			2018
Revenues	$	-		$	-		$	-		$	-
Operating expenses:
General and administrative		342,573			171,975			631,379			817,125
Professional and consulting expense, related party		15,000			15,000			47,000			35,000
Research and development		-			10,000			35,000			95,000
Total operating expenses		357,573			196,975			713,379			947,125
Loss From Operations		(357,573	)		(196,975	)		(713,379	)		(947,125	)
Other Expenses:
Interest expense, related party		989			907			2,775			2,693
Total other expenses		989			907			2,775			2,693
Net Loss	$	(358,562	)	$	(197,882	)	$	(716,154	)	$	(949,818	)
Earnings per Common Share:
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)
Weighted average number of common Shares outstanding:
Basic and diluted		37,248,744			35,358,882			37,156,805			34,794,024

3

IASO BIOMED, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND 2019

(UNAUDITED)

					ADDITIONAL
	COMMON STOCK				PAID-IN		ACCUMULATED
	SHARES		AMOUNT		CAPITAL		DEFICIT			TOTAL
BALANCE, January 1, 2018		34,252,632		3,425		1,108,126		(1,403,928	)		(292,377	)
Sale of common stock		1,275,000		127		407,373		-			407,500
Warrant exercises		425,000		43		4,207		-			4,250
Share-based compensation		-		-		412,304		-			412,304
Net loss		-		-		-		(949,818	)		(949,818	)
BALANCE, September 30, 2018		35,952,632	$	3,595	$	1,932,010	$	(2,353,746	)	$	(418,141	)
BALANCE, January 1, 2019		35,952,632	$	3,595	$	2,435,051	$	(3,041,165	)	$	(602,519	)
Warrant exercises		1,296,112		130		2,381		-			2,511
Share-based compensation		-		-		199,723		-			199,723
Net loss		-		-		-		(716,154	)		(716,154	)
BALANCE, September 30, 2019		37,248,744	$	3,725	$	2,637,155	$	(3,757,319	)	$	(1,116,439	)

					ADDITIONAL
	COMMON STOCK				PAID-IN		ACCUMULATED
	SHARES		AMOUNT		CAPITAL		DEFICIT			TOTAL
BALANCE, June 30, 2018		33,927,632		3,493		1,569,736		(2,155,864	)		(582,635	)
Sale of common stock		1,025,000		102		307,398		-			307,500
Share-based compensation		-		-		54,876		-			54,876
Net loss		-		-		-		(197,882	)		(197,882	)
BALANCE, September 30, 2018		34,952,632	$	3,595	$	1,932,010	$	(2,353,746	)	$	(418,141	)
BALANCE, June 30, 2019		37,248,744	$	3,725	$	2,437,432	$	(3,398,757	)	$	(957,600	)
Share-based compensation		-		-		199,723		-			199,723
Net loss		-		-		-		(358,562	)		(358,562	)
BALANCE, September 30, 2019		37,248,744	$	3,725	$	2,637,155	$	(3,757,319	)	$	(1,116,439	)

4

IASO BIOMED, INC.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(UNAUDITED)

	For the nine months ended September 30,
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(716,154	)	$	(949,818	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		199,723			412,304
Changes in assets and liabilities:
Prepaid expenses		(1,564	)		(1,340	)
Accounts payable		153,119			(1,838	)
Accrued salaries		168,750			158,750
Accrued board fees		45,000			125,000
Accrued interest, related party		2,775			2,693
Net cash used in operating activities		(148,351	)		(254,249	)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable, related party		9,000			-
Proceeds from sale of common stock		-			407,500
Proceeds from the exercise of warrants		2,511			4,250
Net cash provided by financing activities		11,511			411,750
Net Increase (Decrease) in Cash		(136,840	)		157,501
Cash, beginning of period		140,234			20,191
Cash, end of period	$	3,394		$	177,692

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 primarily developing a peptide as a testosterone replacement therapy by stimulating the body’s own production of testosterone rather than using synthetic steroid hormones. The Company believes this peptide may be a safer alternative – to be proven after clinical studies - to currently available interventions for restoring testosterone levels in males. A second program of the Company is a test for dementia we believe will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease and other similar conditions; the dementia test remains an asset of the Company which the Company will be seeking to out-license to a 3^rd party for further development and commercialization. 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 and nine-month periods ended September 30, 2019 and 2018. The December 31, 2018 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, 2018, 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.

Reclassification – Certain prior period amounts have been reclassified to conform with the current period presentation.

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 three 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 nine-months ended September 30, 2019 and 2018, the Company incurred $35,000 and $95,000 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.

Earning (Loss) 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 11,420,000 and 11,135,000, respectively, shares excluded as they were anti-dilutive at September 30, 2019 and 2018.

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 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 September 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.

2. Going Concern:

At September 30, 2019 and December 31, 2018, the Company had cash of $3,394 and $140,234, respectively. It also had a working capital deficit of $1,116,439 and $602,519, respectively and an accumulated deficit of $3,757,319 and $3,041,165, 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 September 30, 2019, the Company sold $971,842 in common stock. Common stock sales continue pursuant to private placement and other potential equity offerings. In September 2019 we engaged Weild & Co of New York, NY to conduct a private placement of our common stock at a price of $0.38 per share on a best efforts basis for up to $6,000,000. As of the date of this report, we have not sold any shares under this ongoing offering. 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.

7

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

3. Related Party Transactions:

Notes Payable – In October 2016, the Company executed an unsecured demand 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 September 30, 2019 and December 31, 2018 with accrued interest payable of $4,319 and $2,819, respectively.

In October 2017, the Company executed an unsecured demand promissory note to Richard Schell for $35,000 bearing interest at 6% per annum, which remained outstanding at September 30, 2019 and December 31, 2018 with accrued interest payable of $4,177 and $2,077, respectively.

In July and August 2019, the Company executed two unsecured demand promissory notes to Richard Schell for $2,000 and $7,000, respectively, bearing interest at 6% per annum, of which the entire $9,000 remained outstanding at September 30, 2019 with total accrued interest payable of $82 at that date.

A total of $2,775 and $2,693 of interest expense was accrued during each of the nine-month periods ended September 30, 2019 and 2018, respectively.

Employment Agreements – In March 2017 the Company entered into an employment agreement with its CEO for a two-year term, which was extended by our board of directors in January 2019 for an additional two-year term until March 2021. 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, none of which have been granted to date. The agreement provides for severance payments.

In March 2017 the Company entered into an employment agreement with its CFO for a two-year term, which term was extended by our board of directors in January 2019 for an additional two-year term until March 2021. 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, none of which have been granted to date. The agreement provides for severance payments.

The Company accrued $168,750 in salaries related to these agreements in each of the nine-month periods ended September 30, 2019 and 2018, respectively.

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. In January 2019, this agreement was extended for an additional year under the same terms and conditions and will expire in February 2020.

8

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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. In January 2019, this agreement was extended for an additional year under the same terms and conditions and will expire in February 2020.

The Company accrued a total of $45,000 in fees related to these agreements for the nine-month period ended September 30, 2019 and accrued $135,000 in fees related to these agreements in the nine-month period ended September 30, 2018, which included $35,000 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 nine-months ended September 30, 2019 and 2018 was $3,600.

Consulting Agreement and Other Payments – Effective March 1, 2018, the Company entered into a Consulting Agreement with our Corporate Secretary through which he will be paid $5,000 per month for a term of two years and is automatically extended on an annual basis unless terminated by either party with thirty days written notice. A total of $45,000 and $35,000 was accrued under this agreement in the nine-month periods ended September 30, 2019 and 2018, respectively. In addition, we paid a total of $2,000 to a company controlled by our Corporate Secretary for additional consulting services rendered during the six-month period ended September 30, 2019.

Warrants – In October 2018, our board of directors issued our CFO a warrant to purchase up to 950,000 shares of our common stock for a period of three months at an exercise price of $0.001 per share. These warrants were exercised by our CFO in January 2019. These warrants were determined by the Company to have a fair market value of $379,062 using the Black-Scholes option pricing model.

In October 2018, our board of directors issued our corporate secretary a warrant to purchase up to 211,112 shares of our common stock for a period of three months at an exercise price of $0.001 per share. These warrants were exercised in January 2019. These warrants were determined by the Company to have a fair market value of $84,236 using the Black-Scholes option pricing model.

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 September 30, 2019, and December 31, 2018 there were 37,248,744 and 35,952,632 common stock shares issued and outstanding.

For the nine-month period ended September 30, 2018, the Company sold $407,500 in its private placement, issuing 1,275,000 shares of our common stock or $0.32 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; and warrants to purchase up to 1,025,000 shares of our common stock exercisable at $0.05 per share for a period of three years from issuance.

During the nine-month period ended September 30, 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, 425,000 of these warrants were exercised for proceeds to the Company of $4,250. 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.

9

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On November 1, 2018, the Registrant’s Board approved the issuance of warrants to purchase shares of the Company’s common stock to two of its executive officers. Mr. Duane C. Knight, Chief Financial Officer of the Registrant, received a warrant to purchase up to 950,000 shares of common stock exercisable for period of three months at an exercise price of $0.001 per share. Mr. Thomas B. Olson, Corporate Secretary of the Registrant, received a warrant to purchase up to 211,112 shares of common stock exercisable for period of three months at an exercise price of $0.001 per share. Messrs. Knight and Olson exercised these warrants in January 2019 for total proceeds to the company of $1,161.

In January 2019 we issued 135,000 shares upon the exercise of warrants to purchase 135,000 shares issued in September and October 2018 at an exercise price of $0.01 per share for total proceeds to the Company of $1,350.

In September 2019 we issued a warrant to purchase up to 500,000 shares of common stock at an exercise price of $0.01 per share for a period of up to 10 years pursuant to a consulting agreement. As a result of this issuance we incurred $199,723 in stock compensation expense during the three and nine-month periods ended September 30, 2019. Also as part of this consulting agreement we agreed to issue an additional warrant to acquire up to 500,000 shares of common stock at $0.01 per share with an exercise period of ten years; which will be issued only upon the Company filing an IND submission with the FDA.

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 androgen replacement treatment as follows:

● CAD $5,000 on the issuance of the first US patent that accrued US$3,750 in the first quarter of 2019

● 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.

10

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Research Agreement– In January 2016 the Company signed a Research Agreement with The Research Institute of the McGill University Health Centre (RIMUHC) in Canada for research activities on the Company’s potential products. The agreement covers a period of one year and required the Company to pay a total of $130,000. 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. The Company agreed in June 2018 to an additional payment of $65,000 to continue research and development activities at RIMUHC and signed an extension of the agreement in January 2019 requiring an additional payment of $35,000, which was paid in April 2019.

Scientific Advisory Board – In September 2018 we executed agreements with four new members of our Scientific Advisory Board (“SAB”) through which each new member received a warrant to purchase up to 35,000 shares of our common stock at an exercise price of $0.01 per share for a period of one year. In addition, each new SAB member will be paid an annual fee of $25,000, paid quarterly, commencing with the first scheduled SAB meeting that occurred November 2018. These agreements may be renewed annually, under the same terms and conditions, should each member’s appointment to the SAB be continued. In March 2019, 35,000 of these warrants were exercised by a member of our SAB. During the nine-month period ended September 30, 2019, we incurred $75,000 in expense related to these agreements.

Consulting Agreement – In September 2019 we executed a consulting agreement through which an independent third party received a warrant to purchase 500,000 shares of common stock of the Company, exercisable at $0.01 per share for a period of up to ten years. The consultant is also is eligible to receive a warrant to purchase up to 500,000 shares of common stock of the Company, exercisable at $0.01 per share for a period of up to ten years, upon submission of an IND to the Food and Drug Administration. The term of the Agreement is for a period of twelve months and may be terminated by either party with thirty days written notice. The consultant is also eligible to receive “piggyback” registration rights should the Corporation file a future registration statement with the U.S. Securities and Exchange Commission.

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 for the nine-months ended September 30, 2018.

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

11

IASO BIOMED, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 nine-months ended September 30, 2018.

In September 2018 the Company issued warrants to purchase up to 140,000 shares of common stock at an exercise price of $0.01 per share to new members of our Scientific Advisory that expire in September 2019. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		2.49 – 2.57	%
Expected term		1.0 years
Volatility		222	%
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 $54,876 for the nine months ended September 30, 2018.

In September 2019 the Company issued warrants to purchase up to 500,000 shares of common stock at an exercise price of $0.01 per share to a third party pursuant to a consulting agreement that expire in September 2029. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		1.70	%
Expected term		5.0 years
Volatility		226	%
Dividend yield		-
Fair value	$	0.40

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 $199,723 for the nine months ended September 30, 2019.

7. Subsequent Events:

In October 2019 we issued a $15,000 demand promissory note to our chief executive officer, Mr. Schell, with an interest rate of 6% per annum.

In November 2019 we issued a note payable to a third party together totaling $10,000, which is due on demand and carries an interest rate of 6% per annum.

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

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 and/or and drugs that may qualify for orphan drug status. The Company primarily 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 secondarily 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.

At September 30, 2019 and December 31, 2018, the Company had cash of $3,394 and $140,234, respectively. It also had a working capital deficit of $1,116,439 and $602,519, respectively and an accumulated deficit of $3,757,319 and $3,041,165, 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 September 30, 2019, the Company sold $971,842 in common stock. Common stock sales continue pursuant to private placement and other potential equity offerings. In September 2019 we engaged Weild & Co of New York, NY to conduct a private placement of our common stock at a price of $0.38 per share on a best-efforts basis for up to $6,000,000. As of the date of this report, we have not sold any shares under this ongoing offering. 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.

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.

13

Results of Operations

Nine-months ended September 30, 2019 compared to nine-months ended September 30, 2018

The following table presents a summary of our statements of operations for the nine-months ended September 30, 2019 and 2018.

	For the nine-months ended
	September 30,
	2019			2018
Revenues	$	-		$	-
Operating Expenses		713,379			947,125
Loss from Operations		(713,379	)		(947,125	)
Other Expenses		(2,775	)		(2,693	)
Net Loss	$	(716,154	)	$	(949,818	)
Earnings per Common Share:
Basic and Diluted	$	(0.02	)	$	(0.03	)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted		37,156,805			34,794,024

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 10-Qs and Form 10-K, and compensation. Total general and administrative expenses decreased by $170,746 the nine-months ended September 30, 2019 compared to the nine-months ended September 30, 2018. The primary reason for the decrease is the recording of share-based compensation of $199,723 in 2019 compared to $412,304 expense in 2018. 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, however, issuances of stock compensation may not occur on a regular basis and may therefore result in significant swings in general and administrative expense from quarter-to-quarter.

The Company incurred $18,312 and $10,804, respectively, in intellectual property expenses for the nine-months ended September 30, 2019 and 2018 that are included as general and administrative expenses. In addition, we accrued $3,750 in license fees in the nine-month period ended September 30, 2019 for payments under our License Agreement with McGill University with no similar fees in the 2018 period.

Research and development

Research and development costs are charged to operations in the period incurred. For nine-months ended September 30, 2019 and 2018, total research and development expenses were $35,000 and $95,000, respectively. We are currently working to move our primary research and development activities to the laboratories of our founder and board member, Dr. Papadopoulos, and expect our R&D expense will significantly increase in 2020; pending adequate funding of our current business plan.

Interest expense

For each of the nine-months ended September 30, 2019 and 2018, the Company accrued interest expense of $2,775 and $2,693, respectively, for notes payable related party totaling $69,000 and $60,000, respectively, during those periods and of which $69,000 and $60,000 was outstanding at September 30, 2019 and December 31, 2018, respectively.

14

Liquidity and Capital Resources

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

	September 30, 2019			December 31, 2018
Cash	$	3,394		$	140,234
Working Capital Deficit	$	(1,116,439	)	$	(602,519	)

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. We are currently seeking funding of up to $6,000,000 to fund our operations for a period of 18 to 24 months, approximately $1,000,000 of which should fund our operations until at least June 30, 2020.

	For the nine-months ended September 30,
	2019			2018
Cash (used in) provided by:
Operating activities	$	(148,351	)	$	(254,249	)
Financing activities	$	11,511		$	411,750

Net Cash Used in Operating Activities

For the nine-months ended September 30, 2019 and 2018, we experienced negative cash flows from operating activities of $148,351 and $254,249, respectively. This is due primarily to a net loss of $716,154 and $949,818, respectively. The loss for the nine-months ended September 30, 2019 is reduced primarily by share-based compensation of $199,723 accrued Scientific Advisory Board fees of $45,000, accrued salaries of $168,750 and accounts payable of $153,119. For the nine-months ended September 30, 2018 the loss is reduced primarily by share-based compensation of $412,304, accrued salaries of $158,750 and Scientific Advisory Board fees of $125,000. We anticipate that we will continue to use cash in operating activities for the foreseeable future.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the nine-months ended September 30, 2019 and 2018 totaled $11,511 and $411,750, respectively, as a result of loans from an officer and warrants exercised in 2019; and common stock sales totaling $407,500 and warrant exercises in 2018. We continue to seek additional funding through private placement offerings including an ongoing offering recently established for potential gross proceeds of up to $6,000,000.

For the nine-months ended September 30, 2019 the Company issued 1,296,112 shares through the exercise of warrants for proceeds of $2,511. For the nine-months ended September 30, 2018, the Company issued 1,275,000 shares of common stock for total proceeds of $407,500 through placements of common stock as well as issued 425,000 common shares through warrant exercises for proceeds totaling $4,250.

15

Three-months ended September 30, 2019 compared to three-months ended September 30, 2018

The following table presents a summary of our statements of operations for the three months ended September 30, 2019 and 2018.

	For the three-months ended
	September 30,
	2019			2018
Revenues	$	-		$	-
Operating Expenses		357,573			196,975
Loss from Operations		(357,573	)		(196,975	)
Other Expenses		(989	)		(907	)
Net Loss	$	(358,562	)	$	(197,882	)
Earnings per Common Share:
Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted		37,248,744			35,358,882

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 10-Qs and Form 10-K, and compensation. Total general and administrative expenses increased by $170,598 for the three-months ended September 30, 2019 compared to the three-months ended September 30, 2018. The primary reason for the increase is stock-based compensation expense of $199,723 in 2019 versus $54,876 in 2018; that was partially offset in higher Scientific Advisory Board fees totaling $40,000 in the 2019 period versus $15,000 in the 2018 period. 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, however, issuances of stock compensation may not occur on a regular basis and may therefore result in significant swings in general and administrative expense from quarter-to-quarter.

The Company incurred $8,393 and $8,548, respectively, in intellectual property expenses for the three months ended September 30, 2019 and 2018 that are included as general and administrative expenses. In addition, we accrued $3,750 in license fees in the three-month period ended September 30, 2019 for payments under our License Agreement with McGill University with no similar fees in the 2018 period.

Research and development

Research and development costs are charged to operations in the period incurred. For three months ended September 30, 2019 and 2018, total research and development expenses were $0 and $10,000, respectively. We are currently working to move our primary research and development activities to the laboratories of our founder and board member, Dr. Papadopoulos, and expect our R&D expense will significantly increase in 2020; pending adequate funding of our current business plan.

Interest expense

For the three months ended September 30, 2019 and 2018, the Company accrued interest expense of $989 and $907, respectively, for notes payable related party totaling $69,000 and $60,000, respectively, during those periods. A total of $69,000 and $60,000 was outstanding on these loans at September 30, 2019 and December 31, 2018, respectively.

16

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 September 30, 2019, 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 September 30, 2019, 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.

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, 2018, which could materially affect our business.

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

None.

17

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.
10.1	Interactive data files pursuant to Rule 405 of Regulation S-T.

18

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, 2019	By:	/s/ Mr. Richard Schell
		Mr. Richard Schell
		Chief Executive Officer
		(Principal Executive Officer)
Date: November 19, 2019	By:	/s/ Mr. Duane Knight
		Mr. Duane Knight
		Chief Financial Officer
		(Principal Accounting Officer)

19

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 for the period ended September 30, 2019, 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, 2019	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 for the period ended September 30, 2019, 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, 2019	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 of IASO BioMed, Inc. for the quarterly period ended September 30, 2019, 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, 2019	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 of IASO BioMed, Inc. for the quarterly period ended September 30, 2019, 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, 2019	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

Stockholders' Equity

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Stockholders' Equity

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 September 30, 2019, and December 31, 2018 there were 37,248,744 and 35,952,632 common stock shares issued and outstanding.

For the nine-month period ended September 30, 2018, the Company sold $407,500 in its private placement, issuing 1,275,000 shares of our common stock or $0.32 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; and warrants to purchase up to 1,025,000 shares of our common stock exercisable at $0.05 per share for a period of three years from issuance.

During the nine-month period ended September 30, 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, 425,000 of these warrants were exercised for proceeds to the Company of $4,250. 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.

On November 1, 2018, the Registrant’s Board approved the issuance of warrants to purchase shares of the Company’s common stock to two of its executive officers. Mr. Duane C. Knight, Chief Financial Officer of the Registrant, received a warrant to purchase up to 950,000 shares of common stock exercisable for period of three months at an exercise price of $0.001 per share. Mr. Thomas B. Olson, Corporate Secretary of the Registrant, received a warrant to purchase up to 211,112 shares of common stock exercisable for period of three months at an exercise price of $0.001 per share. Messrs. Knight and Olson exercised these warrants in January 2019 for total proceeds to the company of $1,161.

In January 2019 we issued 135,000 shares upon the exercise of warrants to purchase 135,000 shares issued in September and October 2018 at an exercise price of $0.01 per share for total proceeds to the Company of $1,350.

In September 2019 we issued a warrant to purchase up to 500,000 shares of common stock at an exercise price of $0.01 per share for a period of up to 10 years pursuant to a consulting agreement. As a result of this issuance we incurred $199,723 in stock compensation expense during the three and nine-month periods ended September 30, 2019. Also as part of this consulting agreement we agreed to issue an additional warrant to acquire up to 500,000 shares of common stock at $0.01 per share with an exercise period of ten years; which will be issued only upon the Company filing an IND submission with the FDA.

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Nature of Operations and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

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 primarily developing a peptide as a testosterone replacement therapy by stimulating the body’s own production of testosterone rather than using synthetic steroid hormones. The Company believes this peptide may be a safer alternative – to be proven after clinical studies - to currently available interventions for restoring testosterone levels in males. A second program of the Company is a test for dementia we believe will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease and other similar conditions; the dementia test remains an asset of the Company which the Company will be seeking to out-license to a 3^rd party for further development and commercialization. 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

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 and nine-month periods ended September 30, 2019 and 2018. The December 31, 2018 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, 2018, 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.

Reclassification

Reclassification – Certain prior period amounts have been reclassified to conform with the current period presentation.

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 three months or less to be cash equivalents.

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.

Research and Development Costs

Research and Development Costs – Research and development costs are charged to operations in the period incurred. For the nine-months ended September 30, 2019 and 2018, the Company incurred $35,000 and $95,000 in research and development costs, respectively.

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.

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.

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.

Earning (Loss) Per Share

Earning (Loss) 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 11,420,000 and 11,135,000, respectively, shares excluded as they were anti-dilutive at September 30, 2019 and 2018.

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 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 September 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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Related Party Transactions (Details Narrative) - USD ($)			1 Months Ended			3 Months Ended		9 Months Ended
	Mar. 01, 2018	Jan. 02, 2017	Oct. 31, 2018	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Aug. 31, 2019	Jul. 31, 2019	Jan. 31, 2019	Dec. 31, 2018	Oct. 31, 2017	Oct. 31, 2016
Related Party Transaction [Line Items]
Interest expense						$ 989	$ 907	$ 2,775	$ 2,693
Warrants to purchase common stock							250,000		250,000
Warrants, exercise price							$ 0.75		$ 0.75
Warrant [Member]
Related Party Transaction [Line Items]
Warrants to purchase common stock							1,025,000		1,025,000			135,000
Warrants, exercise price			$ 0.01				$ 0.05		$ 0.05
Papadopoulos Agreement [Member]
Related Party Transaction [Line Items]
Annual fees	$ 35,000								$ 35,000
Amount awarded to serve as scientific advisory board	10,000
Signing bonus payable on closing of cumulative minimum investment	50,000								100,000
Cumulative minimum investment	1,000,000
Non-discretionary bonus	45,000
Financing round of minimum payment	2,000,000
Bonus payable	95,000
Accrued fees								45,000	135,000
Karatzas Agreement [Member]
Related Party Transaction [Line Items]
Annual fees	25,000
Signing bonus payable on closing of cumulative minimum investment	50,000
Cumulative minimum investment	1,000,000
Non-discretionary bonus	40,000
Financing round of minimum payment	2,000,000
Bonus payable	90,000
Services Agreement [Member]
Related Party Transaction [Line Items]
Reimbursement charges per month		$ 400
Reimbursement expense								3,600	3,600
Consulting Agreement and Other Payments [Member]
Related Party Transaction [Line Items]
Accrued fees								45,000	35,000
Agreement related fees	$ 5,000
Additional consulting services fee paid								2,000
Richard Schell, CEO [Member]
Related Party Transaction [Line Items]
Note payable, related party															$ 25,000
Notes payable, bearing interest percentage															6.00%
Accrued interest payable						4,319		4,319					$ 2,819
Richard Schell, CEO [Member] | Employment Agreement [Member]
Related Party Transaction [Line Items]
Agreement term					2 years
Base salary					$ 150,000
Additional capital to be raised as target					$ 750,000
Warrants to purchase common stock					250,000
Warrants, exercise price					$ 0.40
Warrants term					5 years
Richard Schell, CEO [Member] | Employment Agreement [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Warrants, vested				125,000	125,000
Richard Schell, CEO [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Note payable, related party														$ 35,000
Notes payable, bearing interest percentage														6.00%
Accrued interest payable						4,177		4,177					$ 2,077
Richard Schell, CEO [Member] | Two Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Note payable, related party										$ 7,000	$ 2,000
Notes payable, bearing interest percentage										6.00%	6.00%
Accrued interest payable						82		82
Notes payable						$ 9,000		9,000
CFO [Member]
Related Party Transaction [Line Items]
Warrants to purchase common stock			950,000
Warrants, exercise price			$ 0.001
Warrants fair market value			$ 379,062
CFO [Member] | Employment Agreement [Member]
Related Party Transaction [Line Items]
Agreement term					2 years
Base salary					$ 75,000
Additional capital to be raised as target					$ 750,000
Warrants to purchase common stock					500,000
Warrants, exercise price					$ 0.40
Warrants term					5 years
Increase salary per annum					$ 125,000
CFO [Member] | Employment Agreement [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Warrants, vested				250,000	250,000
CEO and CFO [Member] | Employment Agreement [Member]
Related Party Transaction [Line Items]
Compensation expenses								$ 168,750	$ 168,750
Board of Directors [Member]
Related Party Transaction [Line Items]
Warrants to purchase common stock			211,112
Warrants, exercise price			$ 0.001
Warrants fair market value			$ 84,236

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Going Concern

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

2. Going Concern:

At September 30, 2019 and December 31, 2018, the Company had cash of $3,394 and $140,234, respectively. It also had a working capital deficit of $1,116,439 and $602,519, respectively and an accumulated deficit of $3,757,319 and $3,041,165, 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 September 30, 2019, the Company sold $971,842 in common stock. Common stock sales continue pursuant to private placement and other potential equity offerings. In September 2019 we engaged Weild & Co of New York, NY to conduct a private placement of our common stock at a price of $0.38 per share on a best efforts basis for up to $6,000,000. As of the date of this report, we have not sold any shares under this ongoing offering. 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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Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenues
Operating expenses:
General and administrative	342,573	171,975	631,379	817,125
Professional and consulting expense, related party	15,000	15,000	47,000	35,000
Research and development		10,000	35,000	95,000
Total operating expenses	357,573	196,975	713,379	947,125
Loss From Operations	(357,573)	(196,975)	(713,379)	(947,125)
Other Expenses:
Interest expense, related party	989	907	2,775	2,693
Total other expenses	989	907	2,775	2,693
Net Loss	$ (358,562)	$ (197,882)	$ (716,154)	$ (949,818)
Earnings per Common Share:
Basic and diluted loss per share	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)
Weighted average number of common Shares outstanding:
Basic and diluted	37,248,744	35,358,882	37,156,805	34,794,024

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Share-based Compensation - Schedule of Estimated Fair values of Warrants Granted Using the Black-Scholes Option Pricing Model (Details) - Warrant [Member] - $ / shares	1 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Mar. 31, 2018	Feb. 28, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	1.70%				1.55%
Risk free interest rate, minimum		2.49%	2.33%	2.33%
Risk free interest rate, maximum		2.57%	2.34%	2.34%
Expected term	5 years	1 year	2 years 6 months	2 years 6 months	3 years
Volatility rate	226.00%	222.00%			154.00%
Volatility rate, minimum			182.00%	182.00%
Volatility rate, maximum			217.00%	217.00%
Dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%
Fair value	$ 0.40	$ 0.39	$ 0.39	$ 0.39	$ 0.33

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Subsequent Events (Details Narrative) - USD ($)	Nov. 30, 2019	Oct. 31, 2019	Sep. 30, 2019	Dec. 31, 2018	Oct. 31, 2016
Notes payable to related party			$ 69,000	$ 60,000
Richard Schell, CEO [Member]
Debt interest rate					6.00%
Subsequent Event [Member]
Debt interest rate	6.00%
Notes payable to related party	$ 10,000
Subsequent Event [Member] | Demand Promissory Note [Member] | Richard Schell, CEO [Member]
Promissory note amount		$ 15,000
Debt interest rate		6.00%

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Stockholders' Equity (Details Narrative) - USD ($)	1 Months Ended		2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Jan. 31, 2019	Oct. 31, 2018	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Nov. 01, 2018	Mar. 31, 2018	Feb. 28, 2018
Class of Stock [Line Items]
Number of shares authorized to issue	110,000,000			110,000,000	110,000,000		110,000,000
Common stock, par value	$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	10,000,000			10,000,000	10,000,000		10,000,000
Preferred stock, shares authorized	10,000,000			10,000,000	10,000,000		10,000,000
Common stock, shares issued	37,248,744			37,248,744	37,248,744		35,952,632
Common stock, shares outstanding	37,248,744			37,248,744	37,248,744		35,952,632
Stock price per share						$ 0.32
Warrants issued to purchase common stock						250,000
Warrants exercise price						$ 0.75
Proceeds from the exercise of warrants					$ 2,511	$ 4,250
Stock compensation expense						$ 336,926
Consulting Agreement [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock	500,000			500,000	500,000	500,000
Warrants exercise price	$ 0.01			$ 0.01	$ 0.01	$ 0.01
Warrants expiration date	Sep. 30, 2029			Sep. 30, 2029	Sep. 30, 2029
Stock compensation expense				$ 199,723	$ 199,723
Warrants term period						10 years
Business, Legal and Scientific Consultants [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock									860,000	860,000
Warrants exercise price									$ 0.01	$ 0.01
Stock compensation expense						$ 336,926
Mr. Duane C. Knight [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock								950,000
Warrants exercise price								$ 0.001
Warrants term period								3 months
Mr. Thomas B. Olson [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock								211,112
Warrants exercise price								$ 0.001
Warrants term period								3 months
Mr. Duane C. Knight and Mr. Thomas B. Olson [Member]
Class of Stock [Line Items]
Proceeds from the exercise of warrants		$ 1,161
Warrant [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock		135,000				1,025,000
Warrants exercise price			$ 0.01			$ 0.05
Proceeds from the exercise of warrants			$ 1,350
Warrants exercised			135,000
Warrant [Member] | Consulting Agreement [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock	500,000			500,000	500,000
Warrants exercise price	$ 0.01			$ 0.01	$ 0.01
Warrants term period	10 years			10 years	10 years
Warrant [Member] | Business, Legal and Scientific Consultants [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock						860,000
Warrants exercise price						$ 0.01
Warrant [Member] | Business, Legal and Scientific Consultants [Member] | December 2022 [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock						400,000
Warrants expiration date						Dec. 31, 2022
Warrant [Member] | Business, Legal and Scientific Consultants [Member] | February 2021 [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock						460,000
Warrants expiration date						Feb. 28, 2021
Warrants [Member]
Class of Stock [Line Items]
Warrants issued to purchase common stock	425,000			425,000	425,000
Proceeds from the exercise of warrants					$ 4,250
Warrant One [Member] | Consulting Agreement [Member]
Class of Stock [Line Items]
Warrants exercise price	$ 0.01			$ 0.01	$ 0.01
Warrants term period	10 years			10 years	10 years
Additional warrant acquire shares of common stock	500,000
Private Placement [Member]
Class of Stock [Line Items]
Proceeds from issuance of stock through private placements						$ 407,500
Issuance of common stock						1,275,000

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

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 androgen replacement treatment as follows:

● CAD $5,000 on the issuance of the first US patent that accrued US$3,750 in the first quarter of 2019

● 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 (RIMUHC) in Canada for research activities on the Company’s potential products. The agreement covers a period of one year and required the Company to pay a total of $130,000. 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. The Company agreed in June 2018 to an additional payment of $65,000 to continue research and development activities at RIMUHC and signed an extension of the agreement in January 2019 requiring an additional payment of $35,000, which was paid in April 2019.

Scientific Advisory Board – In September 2018 we executed agreements with four new members of our Scientific Advisory Board (“SAB”) through which each new member received a warrant to purchase up to 35,000 shares of our common stock at an exercise price of $0.01 per share for a period of one year. In addition, each new SAB member will be paid an annual fee of $25,000, paid quarterly, commencing with the first scheduled SAB meeting that occurred November 2018. These agreements may be renewed annually, under the same terms and conditions, should each member’s appointment to the SAB be continued. In March 2019, 35,000 of these warrants were exercised by a member of our SAB. During the nine-month period ended September 30, 2019, we incurred $75,000 in expense related to these agreements.

Consulting Agreement – In September 2019 we executed a consulting agreement through which an independent third party received a warrant to purchase 500,000 shares of common stock of the Company, exercisable at $0.01 per share for a period of up to ten years. The consultant is also is eligible to receive a warrant to purchase up to 500,000 shares of common stock of the Company, exercisable at $0.01 per share for a period of up to ten years, upon submission of an IND to the Food and Drug Administration. The term of the Agreement is for a period of twelve months and may be terminated by either party with thirty days written notice. The consultant is also eligible to receive “piggyback” registration rights should the Corporation file a future registration statement with the U.S. Securities and Exchange Commission.

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Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Schedule of Estimated Fair values of Warrants Granted Using the Black-Scholes Option Pricing Model

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

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

Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		2.49 – 2.57	%
Expected term		1.0 years
Volatility		222	%
Dividend yield		-
Fair value	$	0.39

. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		1.70	%
Expected term		5.0 years
Volatility		226	%
Dividend yield		-
Fair value	$	0.40

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Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 3,425	$ 1,108,126	$ (1,403,928)	$ (292,377)
Balance, shares at Dec. 31, 2017	34,252,632
Sale of common stock	$ 127	407,373		407,500
Sale of common stock, shares	1,275,000
Warrant exercises	$ 43	4,207		4,250
Warrant exercises, shares	425,000
Share-based compensation		412,304		412,304
Net loss			(949,818)	(949,818)
Balance at Sep. 30, 2018	$ 3,595	1,932,010	(2,353,746)	(418,141)
Balance, shares at Sep. 30, 2018	34,952,632
Balance at Jun. 30, 2018	$ 3,493	1,569,736	(2,155,864)	(582,635)
Balance, shares at Jun. 30, 2018	33,927,632
Sale of common stock	$ 102	307,398		307,500
Sale of common stock, shares	1,025,000
Share-based compensation		54,876		54,876
Net loss			(197,882)	(197,882)
Balance at Sep. 30, 2018	$ 3,595	1,932,010	(2,353,746)	(418,141)
Balance, shares at Sep. 30, 2018	34,952,632
Balance at Dec. 31, 2018	$ 3,595	2,435,051	(3,041,165)	(602,519)
Balance, shares at Dec. 31, 2018	35,952,632
Warrant exercises	$ 130	2,381		2,511
Warrant exercises, shares	1,296,112
Share-based compensation		199,723		199,723
Net loss			(716,154)	(716,154)
Balance at Sep. 30, 2019	$ 3,725	2,637,155	(3,757,319)	(1,116,439)
Balance, shares at Sep. 30, 2019	37,248,744
Balance at Jun. 30, 2019	$ 3,725	2,437,432	(3,398,757)	(957,600)
Balance, shares at Jun. 30, 2019	37,248,744
Share-based compensation		199,723		199,723
Net loss			(358,562)	(358,562)
Balance at Sep. 30, 2019	$ 3,725	$ 2,637,155	$ (3,757,319)	$ (1,116,439)
Balance, shares at Sep. 30, 2019	37,248,744

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 15, 2019
Document And Entity Information
Entity Registrant Name	IASO BioMed, Inc.
Entity Central Index Key	0001662907
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,248,744
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

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Related Party Transactions

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Related Party Transactions

3. Related Party Transactions:

Notes Payable – In October 2016, the Company executed an unsecured demand 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 September 30, 2019 and December 31, 2018 with accrued interest payable of $4,319 and $2,819, respectively.

In October 2017, the Company executed an unsecured demand promissory note to Richard Schell for $35,000 bearing interest at 6% per annum, which remained outstanding at September 30, 2019 and December 31, 2018 with accrued interest payable of $4,177 and $2,077, respectively.

In July and August 2019, the Company executed two unsecured demand promissory notes to Richard Schell for $2,000 and $7,000, respectively, bearing interest at 6% per annum, of which the entire $9,000 remained outstanding at September 30, 2019 with total accrued interest payable of $82 at that date.

A total of $2,775 and $2,693 of interest expense was accrued during each of the nine-month periods ended September 30, 2019 and 2018, respectively.

Employment Agreements – In March 2017 the Company entered into an employment agreement with its CEO for a two-year term, which was extended by our board of directors in January 2019 for an additional two-year term until March 2021. 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, none of which have been granted to date. The agreement provides for severance payments.

In March 2017 the Company entered into an employment agreement with its CFO for a two-year term, which term was extended by our board of directors in January 2019 for an additional two-year term until March 2021. 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, none of which have been granted to date. The agreement provides for severance payments.

The Company accrued $168,750 in salaries related to these agreements in each of the nine-month periods ended September 30, 2019 and 2018, respectively.

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. In January 2019, this agreement was extended for an additional year under the same terms and conditions and will expire in February 2020.

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. In January 2019, this agreement was extended for an additional year under the same terms and conditions and will expire in February 2020.

The Company accrued a total of $45,000 in fees related to these agreements for the nine-month period ended September 30, 2019 and accrued $135,000 in fees related to these agreements in the nine-month period ended September 30, 2018, which included $35,000 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 nine-months ended September 30, 2019 and 2018 was $3,600.

Consulting Agreement and Other Payments – Effective March 1, 2018, the Company entered into a Consulting Agreement with our Corporate Secretary through which he will be paid $5,000 per month for a term of two years and is automatically extended on an annual basis unless terminated by either party with thirty days written notice. A total of $45,000 and $35,000 was accrued under this agreement in the nine-month periods ended September 30, 2019 and 2018, respectively. In addition, we paid a total of $2,000 to a company controlled by our Corporate Secretary for additional consulting services rendered during the six-month period ended September 30, 2019.

Warrants – In October 2018, our board of directors issued our CFO a warrant to purchase up to 950,000 shares of our common stock for a period of three months at an exercise price of $0.001 per share. These warrants were exercised by our CFO in January 2019. These warrants were determined by the Company to have a fair market value of $379,062 using the Black-Scholes option pricing model.

In October 2018, our board of directors issued our corporate secretary a warrant to purchase up to 211,112 shares of our common stock for a period of three months at an exercise price of $0.001 per share. These warrants were exercised in January 2019. These warrants were determined by the Company to have a fair market value of $84,236 using the Black-Scholes option pricing model.

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Share-based Compensation (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Mar. 31, 2018	Feb. 28, 2018	Mar. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock			250,000
Warrants exercise price			$ 0.75
Share-based compensation			$ 336,926
Consulting Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock	500,000	500,000	500,000
Warrants exercise price	$ 0.01	$ 0.01	$ 0.01
Share-based compensation	$ 199,723	$ 199,723
Warrant expired date	Sep. 30, 2029	Sep. 30, 2029
New Member Scientific Advisory Board [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock			140,000
Warrants exercise price			$ 0.01
Share-based compensation			$ 54,876
Warrant expired date			Sep. 30, 2019
December 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock				400,000	400,000
Warrant expired date				Dec. 31, 2022	Dec. 31, 2022
February 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock				460,000	460,000
Warrant expired date				Feb. 28, 2021	Feb. 28, 2021
Officers [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock						750,000
Warrants exercise price						$ 0.40
Share-based compensation			$ 20,502
Business, Legal and Scientific Consultants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock				860,000	860,000
Warrants exercise price				$ 0.01	$ 0.01
Share-based compensation			$ 336,926

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Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

7. Subsequent Events:

In October 2019 we issued a $15,000 demand promissory note to our chief executive officer, Mr. Schell, with an interest rate of 6% per annum.

In November 2019 we issued a note payable to a third party together totaling $10,000, which is due on demand and carries an interest rate of 6% per annum.

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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Going Concern (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended		55 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Dec. 31, 2018
Cash		$ 3,394		$ 3,394	$ 140,234
Working capital deficit		1,116,439		1,116,439	602,519
Accumulated deficit		$ (3,757,319)		(3,757,319)	$ (3,041,165)
Sold common stock, value				$ 971,842
Common stock value	$ 307,500		$ 407,500
Weild & Co of New York [Member]
Common stock price		$ 0.38		$ 0.38
Common stock value		$ 6,000,000

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Nature of Operations and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

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 primarily developing a peptide as a testosterone replacement therapy by stimulating the body’s own production of testosterone rather than using synthetic steroid hormones. The Company believes this peptide may be a safer alternative – to be proven after clinical studies - to currently available interventions for restoring testosterone levels in males. A second program of the Company is a test for dementia we believe will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease and other similar conditions; the dementia test remains an asset of the Company which the Company will be seeking to out-license to a 3^rd party for further development and commercialization. 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 and nine-month periods ended September 30, 2019 and 2018. The December 31, 2018 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, 2018, 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.

Reclassification – Certain prior period amounts have been reclassified to conform with the current period presentation.

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 three 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 nine-months ended September 30, 2019 and 2018, the Company incurred $35,000 and $95,000 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.

Earning (Loss) 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 11,420,000 and 11,135,000, respectively, shares excluded as they were anti-dilutive at September 30, 2019 and 2018.

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 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 September 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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Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, Shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	37,248,744	35,952,632
Common stock, shares outstanding	37,248,744	35,952,632

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Share-based Compensation

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

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 for the nine-months ended September 30, 2018.

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 nine-months ended September 30, 2018.

In September 2018 the Company issued warrants to purchase up to 140,000 shares of common stock at an exercise price of $0.01 per share to new members of our Scientific Advisory that expire in September 2019. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		2.49 – 2.57	%
Expected term		1.0 years
Volatility		222	%
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 $54,876 for the nine months ended September 30, 2018.

In September 2019 the Company issued warrants to purchase up to 500,000 shares of common stock at an exercise price of $0.01 per share to a third party pursuant to a consulting agreement that expire in September 2029. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions:

Risk-free interest rate		1.70	%
Expected term		5.0 years
Volatility		226	%
Dividend yield		-
Fair value	$	0.40

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 $199,723 for the nine months ended September 30, 2019.

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Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accounting Policies [Abstract]
Research and development costs		$ 10,000	$ 35,000	$ 95,000
Antidilutive securities excluded from computation of earnings per share, amount			11,420,000	11,135,000

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Condensed Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash Flows from Operating Activities:
Net loss	$ (716,154)	$ (949,818)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	199,723	412,304
Changes in assets and liabilities:
Prepaid expenses	(1,564)	(1,340)
Accounts payable	153,119	(1,838)
Accrued salaries	168,750	158,750
Accrued board fees	45,000	125,000
Accrued interest, related party	2,775	2,693
Net cash used in operating activities	(148,351)	(254,249)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable, related party	9,000
Proceeds from sale of common stock		407,500
Proceeds from the exercise of warrants	2,511	4,250
Net cash provided by financing activities	11,511	411,750
Net Increase (Decrease) in Cash	(136,840)	157,501
Cash, beginning of period	140,234	20,191
Cash, end of period	$ 3,394	$ 177,692

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Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash	$ 3,394	$ 140,234
Prepaid expenses	3,015	1,451
Total current assets	6,409	141,685
TOTAL ASSETS	6,409	141,685
CURRENT LIABILITIES:
Accounts payable	203,620	92,901
Accounts payable, related party	85,400	43,000
Note payable, related party	69,000	60,000
Accrued salaries	571,250	402,500
Accrued board fees	185,000	140,000
Accrued interest, related party	8,578	5,803
Total current liabilities	1,122,848	744,204
TOTAL LIABILITIES	1,122,848	744,204
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; 37,248,744 and 35,952,632 shares issued and outstanding	3,725	3,595
Additional paid-in capital	2,637,155	2,435,051
Accumulated deficit	(3,757,319)	(3,041,165)
Total shareholders' deficit	(1,116,439)	(602,519)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 6,409	$ 141,685

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Commitments and Contingencies (Details Narrative)	1 Months Ended								3 Months Ended				9 Months Ended
	Mar. 31, 2019 shares	Jan. 31, 2019 USD ($)	Sep. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2018 USD ($)	Mar. 31, 2017 USD ($)	Aug. 31, 2016 shares	Jan. 31, 2016 USD ($)	Jan. 31, 2016 CAD ($)	Sep. 30, 2019 USD ($) $ / shares shares	Mar. 31, 2019 USD ($)	Mar. 31, 2019 CAD ($)	Sep. 30, 2018 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Sep. 30, 2019 CAD ($)	Sep. 30, 2018 USD ($) $ / shares shares	Mar. 31, 2016 shares
Loss Contingencies [Line Items]
Research and development												$ 10,000	$ 35,000		$ 95,000
Warrants issued to purchase common stock | shares			250,000									250,000			250,000
Warrants exercise price | $ / shares			$ 0.75									$ 0.75			$ 0.75
Amount of expense related to agreements														$ 75,000
Research Institute of the McGill University Health Centre [Member]
Loss Contingencies [Line Items]
Research and development		$ 35,000
Research Agreement [Member]
Loss Contingencies [Line Items]
Research and development				$ 65,000	$ 130,000		$ 130,000
Agreement term					1 year		1 year	1 year
Agreement term, description					The Company paid these installment payments in July and October 2017 leaving no balance due
Consulting Agreement [Member]
Loss Contingencies [Line Items]
Warrants issued to purchase common stock | shares			500,000						500,000			500,000	500,000		500,000
Warrants exercise price | $ / shares			$ 0.01						$ 0.01			$ 0.01	$ 0.01		$ 0.01
Warrants term period			10 years									10 years			10 years
Consulting Agreement [Member] | Third Party [Member]
Loss Contingencies [Line Items]
Warrants issued to purchase common stock | shares			500,000									500,000			500,000
Warrants exercise price | $ / shares			$ 0.01									$ 0.01			$ 0.01
Warrants term period			10 years									10 years			10 years
McGill [Member]
Loss Contingencies [Line Items]
Additional issuance of common stock | shares						300,000
Equity method investment, ownership percentage						5.00%
Four New Member Scientific Advisory Board [Member]
Loss Contingencies [Line Items]
Warrants issued to purchase common stock | shares			35,000									35,000			35,000
Warrants exercise price | $ / shares			$ 0.01									$ 0.01			$ 0.01
Paid annual fee			$ 25,000
Warrants exercised | shares	35,000
Series A financing [Member]
Loss Contingencies [Line Items]
Percentage of issued and outstanding shares issued as milestone payments																5.00%
Common stock shares issued for milestone payment | shares																1,652,632
CAD Currency [Member]
Loss Contingencies [Line Items]
Annual royalty expense								$ 5,000
Royalty [Member]
Loss Contingencies [Line Items]
Annual revenue from royalty, percentage							3.00%	3.00%
Androgen Replacement Treatment [Member] | First US Patent [Member]
Loss Contingencies [Line Items]
Accrued milestone payments										$ 3,750
Androgen Replacement Treatment [Member] | CAD Currency [Member] | First US Patent [Member]
Loss Contingencies [Line Items]
Issuance of treatment amount											$ 5,000
Androgen Replacement Treatment [Member] | CAD Currency [Member] | Investigational New Drug Application or Regulatory Filing [Member]
Loss Contingencies [Line Items]
Milestone payments for treatment								$ 25,000
Androgen Replacement Treatment [Member] | CAD Currency [Member] | First Phase II Clinical Study [Member]
Loss Contingencies [Line Items]
Milestone payments for treatment								50,000
Androgen Replacement Treatment [Member] | CAD Currency [Member] | First Phase III Clinical Study [Member]
Loss Contingencies [Line Items]
Milestone payments for treatment								100,000
Androgen Replacement Treatment [Member] | CAD Currency [Member] | Receipt of Regulatory Approval [Member]
Loss Contingencies [Line Items]
Milestone payments for treatment								300,000
Alzheimer Disease [Member] | CAD Currency [Member] | First US Patent [Member]
Loss Contingencies [Line Items]
Milestone payments for treatment								5,000
Alzheimer Disease [Member] | CAD Currency [Member] | Receipt of Regulatory Approval [Member]
Loss Contingencies [Line Items]
Milestone payments for treatment								200,000
Alzheimer Disease [Member] | CAD Currency [Member] | Filing of a 510(K) or PMA Application [Member]
Loss Contingencies [Line Items]
Milestone payments for treatment								$ 50,000