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, 2017
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-55800
Commission File Number
QRONS INC.
(Exact name of registrant as specified in its charter)
Wyoming	81-3623646
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
777 Brickell Avenue, Suite 500, Miami, Florida	33131
(Address of principal executive offices)	(Zip Code)
(786)-620-2140
(Registrant's  telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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 [X] No [  ]

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

Large accelerated filer[  ]	Accelerated filer [  ]
Non-accelerated filer[  ] (Do not check if a smaller reporting company)	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 with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities 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 ]

There were 11,960,674 shares of common stock, $0.0001 par value, of the issuer issued and outstanding as of November 6, 2017.

QRONS INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	SIGNATURES	18

1

PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

QRONS INC.

CONDENSED BALANCE SHEETS

	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	116,468		$	155,242
Total current assets		116,468			155,242
TOTAL ASSETS	$	116,468		$	155,242
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	6,346		$	287
Convertible note – related party, net of debt discount		182			3,583
Derivative liabilities		72.954			-
Total current liabilities		79,482			3,870
Total liabilities		79,482			3,870
Stockholders' equity
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding		2			2
Common stock, $0.0001 par value: shares authorized 100,000,000; 11,552,000 and 11,424,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		1,155			1,142
Additional Paid-in Capital		328,907			319,468
Accumulated deficit		(293,078	)		(169,240	)
Total stockholder's equity		36,986			151,372
TOTAL LIABILITIES & EQUITY	$	116,468		$	155,242

The accompanying notes are an integral part of these unaudited financial statements.

2

QRONS INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2017			2016			2017			2016
Net sales	$	-		$	-		$	-		$	-
Operating expenses:
Research and development expenses		8,406			-			10,120			-
Professional fees		8,170			2,500			11,297			2,500
General and administrative expenses		31,643			2,980			47,252			2,980
Total operating expenses		48,219			5,480			68,669			5,480
Income (loss) from operations		(48,219	)		(5,480	)		(68,669	)		(5,480	)
Other Income (expense)
Interest expense		(1,785	)		(1,028	)		(7,215	)		(1,028	)
Change in derivative liabilities		(47,954	)		-			(47,954	)		-
Other (expense)		(49,739	)		(1,028	)		(55,169	)		(1,028	)
Net (loss)	$	(97,958	)	$	(6,508	)	$	(123,838	)	$	(6,508	)
Net (loss) per common shares (basic and diluted)	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		11,552,000			10,120,000			11,544,293			10,120,000

The accompanying notes are an integral part of these unaudited financial statements.

3

QRONS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2017			2016
Cash Flows From Operating Activities
Net loss	$	(123,838	)	$	(6,508	)
Adjustments to reconcile net income to net cash provided from (used by) operating activities:
Preferred stock issued to Directors, valuation		-			2,598
Accretion of debt discount		6,599			-
Change in derivative liabilities		47,954			-
Changes in operating assets and liabilities:					-
Accounts payable and accrued liabilities		6,059			1,028
Net cash provided (used by) operating activities		(63,226	)		(2,882	)
					-
Cash Flows From Investing Activities
Net cash provided from (used by) investing activities		-			-
Cash Flows From Financing Activities
Proceeds from issuance of common stock		-			1,012
Proceeds from sale of Series A preferred stock		-			2
Proceeds from private placement		32,000			-
Financing costs		(22,548	)		-
Proceeds from convertible note		15,000			10,000
Net cash provided from financing activities		24,452			11,014
Increase (decrease) in cash and cash equivalents		(38,774	)		8,132
Cash at beginning of period		155,242			-
Cash at end of period		116,468			8,132
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements.

4

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 – Description of Business and Basis of Presentation

Organization and nature of business:

Qrons Inc.  ("Qrons" and/or the "Company") was incorporated under the laws of the State of Wyoming on August 22, 2016 under the name BioLabMart Inc. Our headquarters are located at 777 Brickell Avenue, Suite 500, Miami, FL 33131.

The Company is a preclinical stage biotechnology company developing advanced cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries. The technology could potentially treat a wide range of neurodegenerative diseases. The Company's treatment integrates proprietary, engineered mesenchymal stem cells, 3D printable scaffolding, smart materials and a novel delivery system.

On December 14, 2016, the Company entered into a license and research funding agreement ("License Agreement") with Ariel University R&D Co., Ltd., ("Ariel"), a wholly owned subsidiary of Ariel University of Samaria, based in Ariel, Israel. Under the terms of the License Agreement, Professor Danny Baranes, the principal investigator and his research team will carry out further research relating to cell treatment with conditioned medium for neuronal tissue regeneration and repair. In consideration for payments under the License Agreement, the Company received an exclusive worldwide royalty- bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding (the "Products").

Under the License Agreement, the Company is required to use its best efforts to develop and commercialize the Products in accordance with development milestones set forth in the Agreement.

On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment  to the Company's Articles of Incorporation to change the name of the Company from  "BioLabMart Inc." to "Qrons Inc.".

The Company's common stock was approved by the Financial Industry Regulatory Authority ("FINRA") for quotation on the OTC pink sheets under the symbol "BLMB" as of July 3, 2017. FINRA announced the Company's name change to Qrons Inc. on its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC market was effective August 10, 2017.

On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming.

On October 17, 2017, the Company entered into an option agreement with the Trustees of Dartmouth College which provides for, among other things, the grant to the Company of a one-year exclusive option to negotiate a worldwide, royalty bearing, exclusive license with Dartmouth for 3D printable materials in the field of human and animal health. During the option period, the Company agreed to use all commercially reasonable resources to evaluate the intellectual property and provide quarterly milestone reports and a commercialization plan upon exercise of the option. Pursuant to the agreement, the Company agreed to finance the prosecution of patents by Dartmouth to protect its intellectual property.  Further, the agreement provides for the payment by the Company of an option fee and certain license fees and royalty payments based upon the Company's product sales, as part of a final negotiated license agreement.

Note 2 – Summary of Significant Accounting Policies

Financial Statement Presentation: The unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Fiscal year end: The Company has selected December 31 as its fiscal year end.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.

Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $10,120 for the nine months ended September 30, 2017 (2016 – Nil).

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $15,657 advertising or marketing costs during the nine months ended September 30, 2017 (2016 - $0).

5

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 2 – Summary of Significant Accounting Policies (continued)

Related parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Stock-based compensation: For stock-based compensation the Company follows the guidance codified in the Compensation – Stock Compensation Topic of FASB ASC ("ASC 718"). The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2017 and December 31, 2016:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2017:
Liabilities
Derivative liabilities	$	-	$	-	$	72,954
As of December 31, 2016:
Liabilities
Derivative liabilities	$	-	$	-	$	-

6

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 2 – Summary of Significant Accounting Policies (continued)

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement.  For warrants classified as equity instruments we apply the Black Scholes model.   Presently all warrants issued and outstanding are accounted for using the equity method.

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended September 30, 2017 excludes potentially dilutive securities of 566,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

	September 30, 2017		December 31, 2016
Stock purchase warrants		566,000		502,000
Convertible Notes		32,178		-
Series A Preferred shares		700		-
		598,878		502,000

New Accounting Pronouncements: There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

Note 3 – Going Concern

The Company has experienced net losses to date, and it has not generated revenue from operations, and will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short-term or long-term financing or debt financing, to enable the Company to reach profitable operations.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

7

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 4 – Convertible Note – Related Party and Derivative Liabilities

On September 1, 2016, the Company entered into a convertible debenture agreement with CubeSquare, LLC ("CubeSquare"), of which our Chief Executive Officer is the managing partner and our President is 25% owner. The Company received proceeds totaling $10,000. The note bears interest at 8% per annum and is due on September 1, 2017. Interest shall accrue from September 1, 2016 and shall be payable on maturity. Interest is payable, at the lender's option, in cash or common stock. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to  the average of the five  lowest trading prices during the previous twenty  trading days prior to the date of the notice of conversion from the lender.

On September 28, 2017 the Company and CubeSquare amended the above note to extend the maturity date of the note from September 1, 2017  to September 1, 2018 under the same terms and conditions.

On September 27, 2017, the Company entered into another convertible debenture agreement with CubeSquare under which  the Company received proceeds totaling $15,000. The note bears interest at 8% per annum and is due on September 27, 2018. Interest shall accrue from September 27, 2017 and shall be payable on maturity.   Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare.

The Company analyzed the above amendment and second convertible debenture under ASC 815-10-15-83 and concluded that these two convertible debentures meet the definition of a derivative. We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex derivate instruments.

The carrying value of these convertible notes is as follows:

	September 30, 2017			December 31, 2016
Face value of certain convertible notes	$	25,000		$	10,000
Less: unamortized discount		(24,818	)		(6,417	)
Carrying value	$	182		$	3,583

Amortization of the discount over the three and nine months period ended September 30, 2017 totaled $1,571 and $6,599, respectively, which amount has been recorded as interest expense.  The unamortized discount of $24,818 associated with above notes will be expensed in future periods.

As a result of the application of ASC No. 815 in period ended September 30, 2017 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2016	$	-
Derivative addition associated with convertible notes		25,000
Loss on change in fair value		47,954
Balance at September 30, 2017	$	72,954

The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of September 30, 2017 and commitment date: 

	Commitment Date		September 30, 2017
Expected dividends		0		0
Expected volatility	101% ~103%			101% ~ 104%
Expected term	0.92 ~ 1 year		0.92 ~1 year
Risk free interest rate	1.33 %			1.31%

8

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 5 – License and Research Funding Agreement

On December 14, 2016, the Company entered into the License Agreement with Ariel, a wholly owned subsidiary of Ariel University of Samaria ("AU") based in Israel, pursuant to which:

·  In the course of research performed at AU, Prof. Danny Baranes has developed certain technology relating to coral based and non-coral based conditioned medium for tissue regeneration and repair;

·  the Company wishes to receive a license from Ariel and in order to secure receipt of such license, agrees to fund further research at AU relating to such technology; and

·  Ariel is willing to grant the Company a license, pursuant to the terms of the License Agreement to allow it to develop and commercialize Products.

Pursuant to the above noted License Agreement, the Company shall fund the research during the research period in the total amount of $100,000.

In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance. The warrant contains an anti-dilution provision.

In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which be due within 6 months of completion of the milestone:

·  Upon successful clinical FDA Phase II completion - $130,000; and

·  Upon successful clinical FDA Phase III completion - $390,000

Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement.

During the year ended December 31, 2016, the Company incurred research and development costs of $156,000, which amount includes the aforementioned funding of $100,000 pursuant to the License Agreement as well as $56,000 recorded as stock based compensation in respect to certain stock awards discussed in Note 6 below. During the nine-month period ended September 30, 2017, the Company paid $5,018 to Ariel for reimbursement of a patent application fee.

Note 6 – Capital Stock

The Company has authorized 100,000,000 shares of common stock, $0.0001 par value and 10,000 shares of a class of preferred stock called the "Series A Preferred Stock", par value $0.001.

Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding. The Series A Preferred Stock contains liquidation preference (senior rank to all common) and are not to be amended without the holders' approval.

At inception on August 22, 2016, the Company approved the issuance of 5,060,000 shares of common stock at par value and 1,000 shares of Series A Preferred Stock at par value to Jonah Meer, the Company's Chief Executive Officer, Chief Financial Officer and Secretary, for cash totaling $507 of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock.

At inception on August 22, 2016, the Company issued 5,060,000 shares of common stock at par value and subsequently issued 1,000 shares of Series A Preferred Stock at par value to Ido Merfeld, the Company's President, for cash totaling $507, of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock. 

9

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 6 – Capital Stock (continued)

As a result of the super voting rights allocated to the Series A Preferred Stock, management conducted a valuation of the fair value of the issued shares.  Shares of the Series A Preferred Stock issued were valued based upon industry specific control premiums and the fair value of the Company's common stock at the time of the transaction applying Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments as of the issuance date of August 22, 2016. As a result of the third-party valuation of the fair value of the Series A Preferred Stock issued to our officers and directors, the Company recorded additional stock-based compensation as general and administrative expenses of $2,598 during the year ended December 31, 2016 with respect to the shares issued.

The third party valuation report was based on the following inputs as at August 22, 2016: (1) price per share of common stock of $0.0001; (2) 10,120,000 common stock outstanding; (3) A 19.3% premium over the common stock for the voting preferences, representing $600 in control value at issuance; (4) The Series A Preferred Stock voting rights represented 66.7% of the total voting rights; (5) The conversion value is $2,000 (no discount for lack marketability since the common shares are also restricted).

On September 4, 2016, the Company's Board of Directors approved the sale and issuance of up to 1,200,000 shares of the Company's common stock, par value $.0001, at a subscription price of $0.25 per share.  In addition to each two shares of common stock purchased, the holder shall receive an immediately exercisable warrant expiring December 31, 2019 to purchase the Company's common stock at a price of $0.40 per share.

During the year ended December 31, 2016, the Company received total proceeds of $251,000 by way of private placement subscriptions for a total of 1,004,000 shares.

During the three months ended March 31, 2017, the Company received total proceeds of $30,000 by way of private placement subscriptions for a total of 120,000 shares.

All costs incurred with respect to the Form S-1 Registration Statement prior to its effective date on May 10, 2017 totaling $22,548 have been allocated to additional paid in capital.

During the nine months ended September 30, 2017, the Company received aggregate proceeds of $32,000 in private placement subscriptions, $2,000 of which was accepted by the Company on July 11, 2017 for 8,000 shares of its common stock at a purchase price of $0.25 per share. In addition to each two shares of common stock purchased, the investor received an immediately exercisable warrant expiring December 31, 2019 to purchase the Company's common stock at a price of $0.40 per share.

On December 14, 2016, the Company's Board of Directors approved compensation for each of its two Science Advisors with a stock award of 440,000 shares of common stock effective as of December 14, 2016 (the "Grant Date").  Under the terms of the stock award, each advisor shall receive 150,000 shares of common stock which vest upon Grant Date.  A further 145,000 shares shall vest each year thereafter until December 14, 2018, provided that such Science Advisor is still acting in said capacity for the Company.  The 300,000 shares issued upon Grant Date were valued at $56,000, or $0.18667 per share, based on price allocation with respect to the aforementioned private placement as to each share of common stock, and recorded the associated cost as research and development expenses.

Share Purchase Warrants

In accordance with authoritative accounting guidance, the fair value of the aforementioned warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0	%
Expected volatility		97.90~119.33	%
Risk-free interest rate		1.47~1.60	%
Expected life (years)		2.71~2.92
Stock Price	$	0.25
Exercise Price	$	0.40

10

QRONS INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 6 – Capital Stock (continued)

As of September 30, 2017, the following common stock purchase warrants were outstanding:

	Warrants (1)		Weighted Average Exercise Price
Outstanding – August 22, 2016		-		-
Granted		502,000	$	0.40
Forfeited/Canceled		-		-
Exercised		-		-
Outstanding – December 31, 2016		502,000	$	0.40
Granted		64,000		0.40
Forfeited/Canceled		-
Exercised		-
Outstanding – September 30, 2017		566,000	$	0.40

(1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.

Note 7 – Income Taxes

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company applies a statutory income tax rate of 34%.

During 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $248,104 at September 30, 2017 and $293,078 at December 31, 2016, and will begin to expire in the year 2036.

The Company had deferred income tax assets as of September 30, 2017 and December 31, 2016 as follows:

	September 30, 2017			December 31, 2016
Loss carryforwards	$	99,646		$	57,540
Less – stock based compensation		(19,040	)		(19,040	)
Less – changes in derivative liabilities		(16,304	)		-
Less - valuation allowance		(64,302	)		(38,500	)
Total net deferred tax assets	$	-		$	-

Tax years from inception to fiscal year ended December 31, 2016 are open for examination by the taxing authorities. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at September 30, 2017. The Company's utilization of any net operating loss carry forward may be unlikely as a result of its intended activities. 

Note 8 – Subsequent Events

Subsequent to September 30, 2017, the Company received warrant exercise notices and issued a total of 408,674 shares of common stock in respect to a cashless exercise of warrants from various subscribers under their respective stock purchase warrants.

11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

The management's discussion and analysis of our financial condition and results of operations are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements for the nine months ended September 30, 2017 and the notes thereto appearing elsewhere in this Report and the Company's audited financial statements for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission included in our Form S-1/A on April 21, 2017, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means BioLabMart Inc. prior to August 8, 2017 and Qrons Inc. since August 8, 2017.

Overview

The Company was incorporated under the laws of the State of Wyoming on August 22, 2016 as BioLabMart Inc. and changed its name to Qrons Inc. on August 8, 2017.

The Company is a preclinical stage biotechnology company developing advanced cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries. The technology could potentially treat a wide range of neurodegenerative diseases. The Company's treatment integrates proprietary, engineered mesenchymal stem cells, 3D printable scaffolding, smart materials and a novel delivery system.

The Company raised an aggregate of $281,000 between November 2, 2016 and January 27, 2017 from 37 accredited investors in a private placement offering under Regulation D.

The Company has not yet hired any permanent staff and presently relies heavily on its two co-founders, Jonah Meer and Ido Merfeld, who are its sole officers and directors to manage its day to day business.  We currently outsource all professional services to third parties in an effort to maintain lower operational costs.

Messrs. Meer and Merfeld as the holders of the Company's issued and outstanding shares of the Company's Class A Preferred Stock collectively have 66 2/3% of the voting rights of the Company. Acting together, they will be able to influence the outcome of all corporate actions requiring approval of our stockholders.

On December 14, 2016, the Company entered into a license and research funding agreement ("License Agreement") with Ariel University R&D Co., Ltd., ("Ariel"), a wholly owned subsidiary of Ariel University of Samaria, based in Ariel, Israel ("AU"). Under the terms of the License Agreement, the Company paid Ariel $100,000 to fund and further research for 12 months (with an option to extend such research financing and research period) by Professor Danny Baranes, the principal investigator and his research team relating to cell treatment with conditioned medium for neuronal tissue regeneration and repair. In consideration therefor and for other payments under the License Agreement, the Company received an exclusive worldwide royalty- bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding (the "Products").

Under the License Agreement, the Company is required to use its best efforts to develop and commercialize the Products in accordance with development milestones set forth in the Agreement.  The License Agreement provides that the Company make royalty payments of 4% of net sales (which may be increased if any patent is challenged by the Company or its affiliates or decreased if there is a valid patent claim) within 30 days of each calendar quarter for the later of (i) 15 years from the date of the first sale in a country and (ii) until the last to expire of Ariel's patents in a country. The Company may provide a sublicense for cash in a bonafide arm's length transaction. The Company agreed to pay Ariel 15% of any consideration received by the Company in connection with any such sublicense (except royalties on net sales) within 30 days of receipt. The Company is also required to make milestone payments of (i) $130,000 upon the successful completion of clinical FDA Phase II trials and (ii) $390,000 upon the successful completion of clinical FDA Phase III trials, within 6 months of completion. Any late payments under the License Agreement will bear interest at 3% plus LIBOR.

Upon the earliest occurrence of the Company's (or any affiliates of the Company): (i) underwritten public offering with proceeds of at least $25 million, (ii) consolidation, merger or reorganization, or (iii) sale of all or substantially all of its shares or assets, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of (a) the issued and outstanding shares of the Company at the time of issuance. The License Agreement provides that the Company is obligated, at its expense, to register shares exercised pursuant to the warrant by Ariel within 6 months of a request by Ariel by either "piggyback" or a demand registration.

Patent expenses incurred by Ariel under the License Agreement will be reimbursed by the Company. Any infringement action instituted by a party to the License Agreement that results in a recovery in excess of such party's expenses will belong 85% to the party bringing such action and 15% to the other party.

Under the License Agreement, at the Company's discretion, Ariel will transfer its technology to the Company upon the earliest to occur of (i) a successful Phase II FDA trial of a product developed under the Agreement; (ii) the acquisition of the Company by a third party of at least 45% of the share capital of the Company in a bonafide transaction valued at least at $100 million and the assumption of the License Agreement by such third party, or (iii) Ariel's written consent.

The License Agreement provides that each of the Company and Ariel are required to keep the other party's proprietary information confidential for the longer of (i) the term of the License Agreement and seven years from the date of disclosure. The License Agreement shall continue in effect until all of the Company's payment obligations under the Agreement have been made. After the expiration of the License Agreement, the Company will have a non-exclusive worldwide license to the Ariel technology. The Company can terminate the License Agreement for any reason upon 60 days prior written notice in which event Ariel will be required to reimburse the Company for any unused research funds. The License Agreement will terminate upon a material breach of either party that is not cured in 30 days from notice thereof, or by bankruptcy, dissolution, liquidation or the discontinuance of business. Ariel may immediately terminate the License Agreement upon a challenge to its patent validity by the Company or an affiliate of the Company. Without Ariel's prior written consent, the Company may not assign the License Agreement except to an affiliate or to a successor entity in a merger or acquisition provided the assignee assumes the License Agreement obligations.

The Company's common stock was approved by the Financial Industry Regulatory Authority ("FINRA") for quotation on the OTC pink sheets under the symbol "BLMB" as of July 3, 2017. The Secretary of State of the State of Wyoming approved the Company's Amendment to its Articles of Amendment reflecting the change of the Company's name from BioLabMart Inc. to Qrons Inc., effective August 8, 2017.  FINRA announced the Company's name change to Qrons Inc. on its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC market became effective on August 10, 2017.

12

On October 17, 2017, the Company entered into an option agreement with the Trustees of Dartmouth College which provides for, among other things, the grant to the Company of a one-year exclusive option to negotiate a worldwide, royalty bearing, exclusive license with Dartmouth for 3D printable materials in the field of human and animal health. During the option period, the Company agreed to use all commercially reasonable resources to evaluate the intellectual property and provide quarterly milestone reports and a commercialization plan upon exercise of the option. Pursuant to the agreement, the Company agreed to finance the prosecution of patents by Dartmouth to protect its intellectual property.  Further, the agreement provides for the payment by the Company of an option fee and certain license fees and royalty payments based upon the Company's product sales, as part of a final negotiated license agreement.

Plan of Operations

To date, we have not yet developed any candidate for product development nor generated any revenue from the sales of products or services.

In the next 12 months, our research team plans to focus on integrating  the biological, chemical and mechanical challenges of treating traumatic brain injury to enable the development of what we believe to be our novel stem cell delivery system, via an implantable product.

We also plan to further develop our proprietary, neuro-regenerative mesenchymal stem cell lines as it relates to our product candidate.

On January 9, 2017, Ariel filed a US provisional patent application related to our neural cell development research. A U.S. provisional patent application provides the means to establish an early effective filing date for a later filed non-provisional patent application. It does not mature into an issued patent unless the applicant files a regular non-provisional patent application within one year. Subject to positive efficacy findings, we currently intend to file for a non-provisional application within one year of the filing of the provisional application.

As our research progresses if and when we achieve functional supporting results, we or Ariel intend to file for additional patents. Under the License Agreement Ariel shall be responsible for the preparation, filing, prosecution and protection of the patents. Such preparation shall be done in consultation with the Company, provided expenses in excess of $1,000 will require Company pre-approval. The Company shall reimburse Ariel for all documented patent-related expenses. We currently estimate the cost of such patent preparation and filing to be approximately $7,000 which we intend to fund with the Company's operating capital.

We will continue exploring sources of additional funding, including available grants that we have preliminarily identified as well as other available avenues of debt and equity financings.

There is substantial doubt that we can continue as an on-going business after the next twelve months unless we obtain additional capital to pay our expenditures. We do not currently have sufficient resources to accomplish all of the conditions necessary for us to generate revenue.

RESULTS OF OPERATIONS

Three and Nine Months Ended September 30, 2017

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future.

Net Loss

Our net (loss) for the three and nine month periods ended September 30, 2017 and 2016 is as follows:

	For the three months ended September 30,						For the nine months ended September 30,
	2017			2016			2017			2016
Net sales	$	-		$	-		$	-		$	-
Operating expenses:
Research and development expenses		8,406			-			10,120			-
Professional fees		8,170			2,500			11,297			2,500
General and administrative expenses		31,643			2,980			47,252			2,980
Total operating expenses		48,219			5,480			68,669			5,480
Income (loss) from operations		(48,219	)		(5,480	)		(68,669	)		(5,480	)
Interest expense		(1,785	)		(1,028	)		(7,215	)		(1,028	)
Change in derivative liabilities		(47,954	)		-			(47,954	)		-
Net (loss)	$	(97,958	)	$	(6,508	)	$	(123,838	)	$	(6,508	)

13

Three months ended September 30, 2017 and 2016

During the three months  ended September 30, 2017, the Company incurred $8,406  as research and development expenses as a result of certain purchases of expendable lab supplies and equipment.  No research and development expenses were incurred for the three months ended September 30, 2016. We incurred general and administrative expenses of $31,643 and $2,980 for the three months ended September 30, 2017 and 2016, respectively, which was comprised of rent, office supplies and bank service charges. Such general and administrative expenses also included branding costs of $6,907 and costs related to shareholder expenses of $21,855 in the three months ended September 30, 2017 with no such expenses in the three months ended September 30, 2016. Professional fees totaled $8,170 and $2,500, for the three months ended September 30, 2017 and September 30, 2016, respectively.   Other expenses in the three months ended September 30, 2017 and September 30, 2016 include interest expense relative to the accretion of our convertbile notes of $1,785 and $1,028, respectively, and a loss on the change of the value of derivative liabilities of $47,954 in the three months ended September 30, 2017, with no similar expense in the three months ended September 30, 2016.  We recorded a net loss from operations of $97,958 in the three months ended September 30, 2017 as compared to a net loss of $6,508 in the three months ended September 30, 2016.    The Company was  incorporated on August 22, 2016, and therefore the results for the three months ended September 30, 2016 do not reflect a full three months of operations.

Nine  months ended September 30, 2017 and 2016

During the nine months  ended September 30, 2017, the Company incurred $10,120  as research and development expenses  as a result of certain purchases of expendable lab supplies and equipment.  No research and development expenses were incurred for the nine months ended September 30, 2016.  We incurred general and administrative expenses of $47,252 and $2,980 for the  nine months ended September 30, 2017 and 2016, respectively, which was comprised of rent, office supplies and bank service charges. Such general and administrative expenses also included branding costs of $15,657 and costs related to shareholder expenses of $25,855 in the  nine months ended September 30, 2017 with no such expenses in the nine months ended September 30, 2016. Professional fees totaled $11,297 and $2,500 for the nine months ended September 30, 2017 and September 30, 2016, respectively.   Other expenses in the  nine months ended September 30, 2017 and September 30, 2016 include interest expense relative to the accretion of our convertbile notes of $7,215 and $1,028, respectively, and a loss on the change of the value of derivative liabilties of $47,954 in  nine months ended September 30, 2017, with no similar expense in nine months ended September 30, 2016.  We recorded a net loss from operations of $123,838 in the nine months ended September 30, 2017 as compared to a net loss of $6,508 in the nine months ended September 30, 2016.   The Company was  incorporated on August 22, 2016, and therefore the results for the nine months ended September 30, 2016 do not reflect a full nine months of operations.

Liquidity and Financial Condition

We currently have limited working capital and liquid assets. Our current assets as of September 30, 2017 were $116,468 all of which was cash on hand.  We are in the early stage of development and have no revenues. There are a number of conditions that we must satisfy before we will be able to commercialize our potential product and generate revenue, including successful development of a product candidate, which includes clinical trials, FDA approval, demonstration of effectiveness sufficient to generate commercial orders by customers, establishing production capabilities as well as effective marketing and sales capabilities for our product. We do not currently have sufficient resources to accomplish any of these conditions necessary for us to generate revenue and currently expect to incur increasing operating expenses as we continue to pursue our business plan. We will require substantial additional funds in order to fund our business objectives. We will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. Without additional financing, we do not believe our resources will be sufficient to meet our operating and capital needs beyond the fourth quarter of 2017.

Working Capital

	At September 30, 2017			At December 31, 2016
Current Assets		116,468			155,242
Current Liabilities		79,482			3,870
Working Capital (Deficit)		(36,986	)		151,372

Cash Flows

	At September 30, 2017			At September 30, 2016
Net cash (used in) operating activities	$	(63,226	)	$	(2,882	)
Net cash provided by financing activities	$	24,452		$	11,014
Net increase (decrease) in cash during period	$	(38,774	)	$	8,132

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Operating Activities

Net cash used in operating activities was $63,226 for the nine-month period ended September 30, 2017 compared to $2,882 for the nine-month period ended September 30, 2016.  Cash used in operating activities is predominantly the result of our net loss, offset by accretion expense of $6,599, a change in the value of derivative liabilities of $47,954, and an increase to accounts payable of $6,059 in the nine-month period ended September 30, 2017.

Investing Activities

There were no investing activities during the nine-month periods ended September 30, 2017 and 2016.

Financing Activities

Net cash provided by financing activities was $24,452 for the nine-month period ended September 30, 2017 compared to  $11,014 for the nine-month period ended September 30, 2016. The Company received proceeds from a private placement offering totaling $32,000 offset by offering costs of $22,548  and proceeds from a convertible note of $15,000 in the nine-month period ended September 30, 2017.   During the nine-month period ended September 30, 2017, the Company received proceeds from a convertible note of $10,000 and proceeds from the issuance of common and preferred stock of $1,014.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that may be necessary should we be unable to continue in operation. Our report from our independent registered public accounting firm for the fiscal year ended December 31, 2016 includes an explanatory paragraph stating the Company has negative working capital and has not generated revenues to cover operating expenses.  These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern.

We will require additional working capital to fund our business objectives.  There can be no assurance that any additional financing will be available or accessible on favorable terms, either by way of an equity financing or debt. If we cannot raise any additional funding we may either have to suspend operations until we do raise the cash, or cease operations entirely.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.  Refer to Note 2 of the Unaudited Condensed Financial Statements included herein.

Recent Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

15

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of September 30, 2017, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission's rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our internal controls are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only two persons, one of which is the Company's principal executive officer and principal financial officer and, (ii) the Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with U.S. GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting. 

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
31.1	Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

17

SIGNATURES

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

	QRONS INC.
Date: November 7, 2017	By:	/s/ Jonah Meer
	Name:	Jonah Meer
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a)

of the Securities Exchange Act of 1934, as amended

I, Jonah Meer, (Principal Executive Officer and Principal Financial and Accounting Officer), certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Qrons Inc.(the "Company);
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.	As the registrant's certifying officer, I am 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 15-d-15 (f) for the registrant and I 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 my 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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.	As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	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.

Dated: November 7, 2017	By:	/s/Jonah Meer
		Name: Jonah Meer
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jonah Meer, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of Qrons Inc. (the "Company"), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350) that, to his knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the "Report"):

          (1)  fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) the inftormation contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/Jonah Meer

Jonah Meer

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Date: November 7, 2017

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 06, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	QRONS INC.
Entity Central Index Key	0001689084
Trading Symbol	QRON
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,960,674

XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 116,468	$ 155,242
Total current assets	116,468	155,242
TOTAL ASSETS	116,468	155,242
Current liabilities
Accounts payable and accrued liabilities	6,346	287
Convertible note - related party, net of debt discount	182	3,583
Derivative liabilities	72,954
Total current liabilities	79,482	3,870
Total liabilities	79,482	3,870
Stockholders' equity
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding	2	2
Common stock, $0.0001 par value: shares authorized 100,000,000; 11,552,000 and 11,424,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	1,155	1,142
Additional Paid-in Capital	328,907	319,468
Accumulated deficit	(293,078)	(169,240)
Total stockholder's equity	36,986	151,372
TOTAL LIABILITIES & EQUITY	$ 116,468	$ 155,242

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Series A Preferred Shares, par value	$ 0.001	$ 0.001
Series A Preferred Shares, authorized	10,000	10,000
Series A Preferred Shares, shares issued	2,000	2,000
Series A Preferred Shares, shares outstanding	2,000	2,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, issued	11,552,000	11,424,000
Common stock shares, outstanding	11,552,000	11,424,000

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net sales
Operating expenses:
Research and development expenses	8,406		10,120
Professional fees	8,170	2,500	11,297	2,500
General and administrative expenses	31,643	2,980	47,252	2,980
Total operating expenses	48,219	5,480	68,669	5,480
Income (loss) from operations	(48,219)	(5,480)	(68,669)	(5,480)
Other Income (expense)
Interest expense	(1,785)	(1,028)	(7,215)	(1,028)
Change in derivative liabilities	(47,954)		(47,954)
Other (expense)	(49,739)	(1,028)	(55,169)	(1,028)
Net (loss)	$ (97,958)	$ (6,508)	$ (123,838)	$ (6,508)
Net (loss) per common shares (basic and diluted)	$ (0.01)	$ 0.00	$ (0.01)	$ 0.00
Weighted average shares outstanding Basic and diluted	11,552,000	10,120,000	11,544,293	10,120,000

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows From Operating Activities
Net loss	$ (123,838)	$ (6,508)
Adjustments to reconcile net income to net cash provided from (used by) operating activities:
Preferred stock issued to Directors, valuation		2,598
Accretion of debt discount	6,599
Change in derivative liabilities	47,954
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	6,059	1,028
Net cash provided (used by) operating activities	(63,226)	(2,882)
Cash Flows From Investing Activities
Net cash provided from (used by) investing activities
Cash Flows From Financing Activities
Proceeds from issuance of common stock		1,012
Proceeds from sale of Series A preferred stock		2
Proceeds from private placement	32,000
Financing costs	(22,548)
Proceeds from convertible note	15,000	10,000
Net cash provided from financing activities	24,452	11,014
Increase (decrease) in cash and cash equivalents	(38,774)	8,132
Cash at beginning of period	155,242
Cash at end of period	116,468	8,132
SUPPLEMENTAL DISCLOSURES
Interest paid
Income taxes paid

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Description of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2017

Description of Business and Basis of Presentation [Abstract]

Description of Business and Basis of Presentation

Note 1 – Description of Business and Basis of Presentation

Organization and nature of business:

Qrons Inc.  ("Qrons" and/or the "Company") was incorporated under the laws of the State of Wyoming on August 22, 2016 under the name BioLabMart Inc. Our headquarters are located at 777 Brickell Avenue, Suite 500, Miami, FL 33131.

The Company is a preclinical stage biotechnology company developing advanced cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries. The technology could potentially treat a wide range of neurodegenerative diseases. The Company's treatment integrates proprietary, engineered mesenchymal stem cells, 3D printable scaffolding, smart materials and a novel delivery system.

On December 14, 2016, the Company entered into a license and research funding agreement ("License Agreement") with Ariel University R&D Co., Ltd., ("Ariel"), a wholly owned subsidiary of Ariel University of Samaria, based in Ariel, Israel. Under the terms of the License Agreement, Professor Danny Baranes, the principal investigator and his research team will carry out further research relating to cell treatment with conditioned medium for neuronal tissue regeneration and repair. In consideration for payments under the License Agreement, the Company received an exclusive worldwide royalty- bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding (the "Products").

Under the License Agreement, the Company is required to use its best efforts to develop and commercialize the Products in accordance with development milestones set forth in the Agreement.

On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment  to the Company's Articles of Incorporation to change the name of the Company from  "BioLabMart Inc." to "Qrons Inc.".

The Company's common stock was approved by the Financial Industry Regulatory Authority ("FINRA") for quotation on the OTC pink sheets under the symbol "BLMB" as of July 3, 2017. FINRA announced the Company's name change to Qrons Inc. on its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC market was effective August 10, 2017.

On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming.

On October 17, 2017, the Company entered into an option agreement with the Trustees of Dartmouth College which provides for, among other things, the grant to the Company of a one-year exclusive option to negotiate a worldwide, royalty bearing, exclusive license with Dartmouth for 3D printable materials in the field of human and animal health. During the option period, the Company agreed to use all commercially reasonable resources to evaluate the intellectual property and provide quarterly milestone reports and a commercialization plan upon exercise of the option. Pursuant to the agreement, the Company agreed to finance the prosecution of patents by Dartmouth to protect its intellectual property.  Further, the agreement provides for the payment by the Company of an option fee and certain license fees and royalty payments based upon the Company's product sales, as part of a final negotiated license agreement.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Financial Statement Presentation: The unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Fiscal year end: The Company has selected December 31 as its fiscal year end.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.

Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $10,120 for the nine months ended September 30, 2017 (2016 – Nil).

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $15,657 advertising or marketing costs during the nine months ended September 30, 2017 (2016 - $0).

Related parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Stock-based compensation: For stock-based compensation the Company follows the guidance codified in the Compensation – Stock Compensation Topic of FASB ASC ("ASC 718"). The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2017 and December 31, 2016:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2017:
Liabilities
Derivative liabilities	$	-	$	-	$	72,954
As of December 31, 2016:
Liabilities
Derivative liabilities	$	-	$	-	$	-

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement.  For warrants classified as equity instruments we apply the Black Scholes model.   Presently all warrants issued and outstanding are accounted for using the equity method.

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended September 30, 2017 excludes potentially dilutive securities of 566,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

	September 30, 2017		December 31, 2016
Stock purchase warrants		566,000		502,000
Convertible Notes		32,178		-
Series A Preferred shares		700		-
		598,878		502,000

New Accounting Pronouncements: There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

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Going Concern

9 Months Ended

Sep. 30, 2017

Going Concern [Abstract]

Going Concern

Note 3 – Going Concern

The Company has experienced net losses to date, and it has not generated revenue from operations, and will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short-term or long-term financing or debt financing, to enable the Company to reach profitable operations.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

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Convertible Note - Related Party and Derivative Liabilities

9 Months Ended

Sep. 30, 2017

Convertible Note - Related Party and Derivative Liabilities [Abstract]

Convertible Note - Related Party and Derivative Liabilities

Note 4 – Convertible Note – Related Party and Derivative Liabilities

On September 1, 2016, the Company entered into a convertible debenture agreement with CubeSquare, LLC ("CubeSquare"), of which our Chief Executive Officer is the managing partner and our President is 25% owner. The Company received proceeds totaling $10,000. The note bears interest at 8% per annum and is due on September 1, 2017. Interest shall accrue from September 1, 2016 and shall be payable on maturity. Interest is payable, at the lender's option, in cash or common stock. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to  the average of the five  lowest trading prices during the previous twenty  trading days prior to the date of the notice of conversion from the lender.

On September 28, 2017 the Company and CubeSquare amended the above note to extend the maturity date of the note from September 1, 2017  to September 1, 2018 under the same terms and conditions.

On September 27, 2017, the Company entered into another convertible debenture agreement with CubeSquare under which  the Company received proceeds totaling $15,000. The note bears interest at 8% per annum and is due on September 27, 2018. Interest shall accrue from September 27, 2017 and shall be payable on maturity.   Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare.

The Company analyzed the above amendment and second convertible debenture under ASC 815-10-15-83 and concluded that these two convertible debentures meet the definition of a derivative. We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex derivate instruments.

The carrying value of these convertible notes is as follows:

	September 30, 2017			December 31, 2016
Face value of certain convertible notes	$	25,000		$	10,000
Less: unamortized discount		(24,818	)		(6,417	)
Carrying value	$	182		$	3,583

Amortization of the discount over the three and nine months period ended September 30, 2017 totaled $1,571 and $6,599, respectively, which amount has been recorded as interest expense.  The unamortized discount of $24,818 associated with above notes will be expensed in future periods.

As a result of the application of ASC No. 815 in period ended September 30, 2017 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2016	$	-
Derivative addition associated with convertible notes		25,000
Loss on change in fair value		47,954
Balance at September 30, 2017	$	72,954

The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of September 30, 2017 and commitment date: 

	Commitment Date		September 30, 2017
Expected dividends		0		0
Expected volatility	101% ~103%			101% ~ 104%
Expected term	0.92 ~ 1 year		0.92 ~1 year
Risk free interest rate	1.33 %			1.31%

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License and Research Funding Agreement

9 Months Ended

Sep. 30, 2017

License and Research Funding Agreement [Abstract]

License and Research Funding Agreement

Note 5 – License and Research Funding Agreement

On December 14, 2016, the Company entered into the License Agreement with Ariel, a wholly owned subsidiary of Ariel University of Samaria ("AU") based in Israel, pursuant to which:

·  In the course of research performed at AU, Prof. Danny Baranes has developed certain technology relating to coral based and non-coral based conditioned medium for tissue regeneration and repair;

·  the Company wishes to receive a license from Ariel and in order to secure receipt of such license, agrees to fund further research at AU relating to such technology; and

·  Ariel is willing to grant the Company a license, pursuant to the terms of the License Agreement to allow it to develop and commercialize Products.

Pursuant to the above noted License Agreement, the Company shall fund the research during the research period in the total amount of $100,000.

In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance. The warrant contains an anti-dilution provision.

In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which be due within 6 months of completion of the milestone:

·  Upon successful clinical FDA Phase II completion - $130,000; and

·  Upon successful clinical FDA Phase III completion - $390,000

Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement.

During the year ended December 31, 2016, the Company incurred research and development costs of $156,000, which amount includes the aforementioned funding of $100,000 pursuant to the License Agreement as well as $56,000 recorded as stock based compensation in respect to certain stock awards discussed in Note 6 below. During the nine-month period ended September 30, 2017, the Company paid $5,018 to Ariel for reimbursement of a patent application fee.

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Capital Stock

9 Months Ended

Sep. 30, 2017

Capital Stock [Abstract]

Capital Stock

Note 6 – Capital Stock

The Company has authorized 100,000,000 shares of common stock, $0.0001 par value and 10,000 shares of a class of preferred stock called the "Series A Preferred Stock", par value $0.001.

Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding. The Series A Preferred Stock contains liquidation preference (senior rank to all common) and are not to be amended without the holders' approval.

At inception on August 22, 2016, the Company approved the issuance of 5,060,000 shares of common stock at par value and 1,000 shares of Series A Preferred Stock at par value to Jonah Meer, the Company's Chief Executive Officer, Chief Financial Officer and Secretary, for cash totaling $507 of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock.

At inception on August 22, 2016, the Company issued 5,060,000 shares of common stock at par value and subsequently issued 1,000 shares of Series A Preferred Stock at par value to Ido Merfeld, the Company's President, for cash totaling $507, of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock. 

As a result of the super voting rights allocated to the Series A Preferred Stock, management conducted a valuation of the fair value of the issued shares.  Shares of the Series A Preferred Stock issued were valued based upon industry specific control premiums and the fair value of the Company's common stock at the time of the transaction applying Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments as of the issuance date of August 22, 2016. As a result of the third-party valuation of the fair value of the Series A Preferred Stock issued to our officers and directors, the Company recorded additional stock-based compensation as general and administrative expenses of $2,598 during the year ended December 31, 2016 with respect to the shares issued.

The third party valuation report was based on the following inputs as at August 22, 2016: (1) price per share of common stock of $0.0001; (2) 10,120,000 common stock outstanding; (3) A 19.3% premium over the common stock for the voting preferences, representing $600 in control value at issuance; (4) The Series A Preferred Stock voting rights represented 66.7% of the total voting rights; (5) The conversion value is $2,000 (no discount for lack marketability since the common shares are also restricted).

On September 4, 2016, the Company's Board of Directors approved the sale and issuance of up to 1,200,000 shares of the Company's common stock, par value $.0001, at a subscription price of $0.25 per share.  In addition to each two shares of common stock purchased, the holder shall receive an immediately exercisable warrant expiring December 31, 2019 to purchase the Company's common stock at a price of $0.40 per share.

During the year ended December 31, 2016, the Company received total proceeds of $251,000 by way of private placement subscriptions for a total of 1,004,000 shares.

During the three months ended March 31, 2017, the Company received total proceeds of $30,000 by way of private placement subscriptions for a total of 120,000 shares.

All costs incurred with respect to the Form S-1 Registration Statement prior to its effective date on May 10, 2017 totaling $22,548 have been allocated to additional paid in capital.

During the nine months ended September 30, 2017, the Company received aggregate proceeds of $32,000 in private placement subscriptions, $2,000 of which was accepted by the Company on July 11, 2017 for 8,000 shares of its common stock at a purchase price of $0.25 per share. In addition to each two shares of common stock purchased, the investor received an immediately exercisable warrant expiring December 31, 2019 to purchase the Company's common stock at a price of $0.40 per share.

On December 14, 2016, the Company's Board of Directors approved compensation for each of its two Science Advisors with a stock award of 440,000 shares of common stock effective as of December 14, 2016 (the "Grant Date").  Under the terms of the stock award, each advisor shall receive 150,000 shares of common stock which vest upon Grant Date.  A further 145,000 shares shall vest each year thereafter until December 14, 2018, provided that such Science Advisor is still acting in said capacity for the Company.  The 300,000 shares issued upon Grant Date were valued at $56,000, or $0.18667 per share, based on price allocation with respect to the aforementioned private placement as to each share of common stock, and recorded the associated cost as research and development expenses.

Share Purchase Warrants

In accordance with authoritative accounting guidance, the fair value of the aforementioned warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0	%
Expected volatility		97.90~119.33	%
Risk-free interest rate		1.47~1.60	%
Expected life (years)		2.71~2.92
Stock Price	$	0.25
Exercise Price	$	0.40

As of September 30, 2017, the following common stock purchase warrants were outstanding:

	Warrants (1)		Weighted Average Exercise Price
Outstanding – August 22, 2016		-		-
Granted		502,000	$	0.40
Forfeited/Canceled		-		-
Exercised		-		-
Outstanding – December 31, 2016		502,000	$	0.40
Granted		64,000		0.40
Forfeited/Canceled		-
Exercised		-
Outstanding – September 30, 2017		566,000	$	0.40

(1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Taxes [Abstract]

Income Taxes

Note 7 – Income Taxes

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company applies a statutory income tax rate of 34%.

During 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $248,104 at September 30, 2017 and $293,078 at December 31, 2016, and will begin to expire in the year 2036.

The Company had deferred income tax assets as of September 30, 2017 and December 31, 2016 as follows:

	September 30, 2017			December 31, 2016
Loss carryforwards	$	99,646		$	57,540
Less – stock based compensation		(19,040	)		(19,040	)
Less – changes in derivative liabilities		(16,304	)		-
Less - valuation allowance		(64,302	)		(38,500	)
Total net deferred tax assets	$	-		$	-

Tax years from inception to fiscal year ended December 31, 2016 are open for examination by the taxing authorities. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at September 30, 2017. The Company's utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

Note 8 – Subsequent Events

Subsequent to September 30, 2017, the Company received warrant exercise notices and issued a total of 408,674 shares of common stock in respect to a cashless exercise of warrants from various subscribers under their respective share purchase warrants.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies [Abstract]

Financial Statement Presentation

Financial Statement Presentation: The unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Fiscal year end

Fiscal year end: The Company has selected December 31 as its fiscal year end.

Use of Estimates

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents

Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.

Research and Development Costs

Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $10,120 for the nine months ended September 30, 2017 (2016 – Nil).

Advertising and Marketing Costs

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred. The Company incurred $15,657 advertising or marketing costs during the nine months ended September 30, 2017 (2016 - $0).

Related parties

Related parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Stock-based compensation

Stock-based compensation: For stock-based compensation the Company follows the guidance codified in the Compensation – Stock Compensation Topic of FASB ASC ("ASC 718"). The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2017 and December 31, 2016:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2017:
Liabilities
Derivative liabilities	$	-	$	-	$	72,954
As of December 31, 2016:
Liabilities
Derivative liabilities	$	-	$	-	$	-

Warrants

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 "Derivatives and Hedging – Contracts in Entity's Own Equity" (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement.  For warrants classified as equity instruments we apply the Black Scholes model.   Presently all warrants issued and outstanding are accounted for using the equity method.

Income taxes

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended September 30, 2017 excludes potentially dilutive securities of 566,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

	September 30, 2017		December 31, 2016
Stock purchase warrants		566,000		502,000
Convertible Notes		32,178		-
Series A Preferred shares		700		-
		598,878		502,000

New Accounting Pronouncements

New Accounting Pronouncements: There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies [Abstract]

Schedule of potentially dilutive securities excluded from the computation of diluted net loss per share

	September 30, 2017		December 31, 2016
Stock purchase warrants		566,000		502,000
Convertible Notes		32,178		-
Series A Preferred shares		700		-
		598,878		502,000

Schedule of fair value of derivative liabilitie measurements on recurring basis

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2017:
Liabilities
Derivative liabilities	$	-	$	-	$	72,954
As of December 31, 2016:
Liabilities
Derivative liabilities	$	-	$	-	$	-

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Convertible Note - Related Party and Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2017

Convertible Note - Related Party and Derivative Liabilities [Abstract]

Schedule of convertible notes

	September 30, 2017			December 31, 2016
Face value of certain convertible notes	$	25,000		$	10,000
Less: unamortized discount		(24,818	)		(6,417	)
Carrying value	$	182		$	3,583

Schedule of fair value of conversion feature

Balance at December 31, 2016	$	-
Derivative addition associated with convertible notes		25,000
Loss on change in fair value		47,954
Balance at September 30, 2017	$	72,954

Schedule of fair value at commitment and re-measurement dates derivative liabilities

	Commitment Date		September 30, 2017
Expected dividends		0		0
Expected volatility	101% ~103%			101% ~ 104%
Expected term	0.92 ~ 1 year		0.92 ~1 year
Risk free interest rate	1.33 %			1.31%

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Capital Stock (Tables)

9 Months Ended

Sep. 30, 2017

Capital Stock [Abstract]

Schedule of fair value warrants assumptions

	Measurement date
Dividend yield		0	%
Expected volatility		97.90~119.33	%
Risk-free interest rate		1.47~1.60	%
Expected life (years)		2.71~2.92
Stock Price	$	0.25
Exercise Price	$	0.40

Schedule of common stock purchase warrants were outstanding

	Warrants (1)		Weighted Average Exercise Price
Outstanding – August 22, 2016		-		-
Granted		502,000	$	0.40
Forfeited/Canceled		-		-
Exercised		-		-
Outstanding – December 31, 2016		502,000	$	0.40
Granted		64,000		0.40
Forfeited/Canceled		-
Exercised		-
Outstanding – September 30, 2017		566,000	$	0.40

(1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2017

Income Taxes [Abstract]

Schedule of deferred income tax assets

	September 30, 2017			December 31, 2016
Loss carryforwards	$	99,646		$	57,540
Less – stock based compensation		(19,040	)		(19,040	)
Less – changes in derivative liabilities		(16,304	)		-
Less - valuation allowance		(64,302	)		(38,500	)
Total net deferred tax assets	$	-		$	-

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Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Level 1 [Member]
Liabilities
Derivative liabilities
Level 2 [Member]
Liabilities
Derivative liabilities
Level 3 [Member]
Liabilities
Derivative liabilities	$ 72,954

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Summary of Significant Accounting Policies (Details 1) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities net loss per share	598,878	502,000
Series A Preferred shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities net loss per share	700
Stock Purchase Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities net loss per share	566,000	502,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities net loss per share	32,178

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Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Summary of Significant Accounting Policies (Textual)
Research and development costs	$ 8,406		$ 10,120
Advertising or marketing costs			$ 15,657	$ 0
Potentially dilutive securities net loss per share			598,878		502,000
Warrant [Member]
Summary of Significant Accounting Policies (Textual)
Potentially dilutive securities net loss per share			566,000		502,000

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Convertible Note - Related Party and Derivative Liabilities (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Convertible Note - Related Party and Derivative Liabilities [Abstract]
Face value of certain convertible notes	$ 25,000	$ 10,000
Less: unamortized discount	(24,818)	(6,417)
Carrying value	$ 182	$ 3,583

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Convertible Note - Related Party and Derivative Liabilities(Details 1)	9 Months Ended
	Sep. 30, 2017 USD ($)
Convertible Note - Related Party and Derivative Liabilities [Abstract]
Balance at December 31, 2016
Derivative addition associated with convertible notes	25,000
Loss on change in fair value	47,954
Balance at September 30, 2017	$ 72,954

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Convertible Note - Related Party and Derivative Liabilities (Details 2)	9 Months Ended
	Sep. 30, 2017
Derivative [Line Items]
Expected dividends	0.00%
Risk free interest rate	1.31%
Commitment Date [Member]
Derivative [Line Items]
Expected dividends	0.00%
Risk free interest rate	1.33%
Minimum [Member]
Derivative [Line Items]
Expected volatility	101.00%
Expected term	11 months 1 day
Minimum [Member] | Commitment Date [Member]
Derivative [Line Items]
Expected volatility	101.00%
Expected term	11 months 1 day
Maximum [Member]
Derivative [Line Items]
Expected volatility	104.00%
Expected term	1 year
Maximum [Member] | Commitment Date [Member]
Derivative [Line Items]
Expected volatility	103.00%
Expected term	1 year

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Convertible Note - Related Party and Derivative Liabilities (Details Textual) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 27, 2017	Sep. 01, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Convertible Note - Related Party and Derivative Liabilities (Textual)
Received proceeds totaling				$ 15,000	$ 10,000
Amortization of discount			$ 1,571	6,599
Unamortized discount			$ 24,818	$ 24,818		$ 6,417
CubeSquare, LLC [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Received proceeds totaling	$ 15,000	$ 10,000
Interest rate per annum	8.00%	8.00%
Conversion, description	Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare.	(i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender.
Maturity date		Sep. 01, 2017
Maturity date, description	Note to extend the maturity date of the note from September 1, 2017 to September 1, 2018 under the same terms and conditions.
CubeSquare, LLC [Member] | President [Member]
Convertible Note - Related Party and Derivative Liabilities (Textual)
Ownership percentage		25.00%

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License and Research Funding Agreement (Details) - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 14, 2016

Sep. 30, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Dec. 31, 2016

License and Research Funding Agreement (Textual)

Research and development costs

$ 8,406

$ 10,120

Reimbursement of patent application fee

$ 5,018

License Agreement [Member]

License and Research Funding Agreement (Textual)

Total amount of fund for research during research period

$ 100,000

Warrant exercisable percentage

4.00%

Payments of completion of milestone events, description

·  Upon successful clinical FDA Phase II completion - $130,000; and

·  Upon successful clinical FDA Phase III completion - $390,000

Research and development costs

$ 156,000

Aforementioned funding amount

100,000

Stock based compensation

$ 56,000

Payments of completion of milestone events due

6 months

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Capital Stock (Details) - Measurement Date [Member]	9 Months Ended
	Sep. 30, 2017 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Stock Price	$ 0.25
Exercise Price	$ 0.40
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	119.33%
Risk-free interest rate	1.60%
Expected life (years)	2 years 11 months 1 day
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	97.90%
Risk-free interest rate	1.47%
Expected life (years)	2 years 8 months 16 days

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Capital Stock (Details 1) - Stock Purchase Warrants [Member] - $ / shares		4 Months Ended	9 Months Ended
		Dec. 31, 2016	Sep. 30, 2017
Warrants
Outstanding - Beginning balance	[1]		502,000
Granted	[1]	502,000	64,000
Forfeited/Canceled	[1]
Exercised	[1]
Outstanding - Ending balance	[1]	502,000	566,000
Weighted Average Exercise Price
Outstanding - Beginning balance			$ 0.40
Granted		0.40	0.40
Forfeited/Canceled
Exercised
Outstanding - Ending balance		$ 0.40	$ 0.40

[1] Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40

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Capital Stock (Details Textual) - USD ($)				1 Months Ended	9 Months Ended		12 Months Ended
	May 10, 2017	Dec. 14, 2016	Sep. 04, 2016	Aug. 22, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Mar. 31, 2017
Capital Stock (Textual)
Common stock, shares authorized					100,000,000		100,000,000
Common stock, par value					$ 0.0001		$ 0.0001
Common stock issued					11,552,000		11,424,000
Common stock shares, outstanding					11,552,000		11,424,000
Preferred stock, shares issued					2,000		2,000
Preferred stock, shares authorized					10,000		10,000
Preferred stock, par value					$ 0.001		$ 0.001
Issuance of common stock						$ 1,012
Issuance of preferred stock						$ 2
Additional stock-based compensation as general and administrative expense							$ 2,598
Common stock purchase price					$ 0.25
Warrant exercisable date					Dec. 31, 2019
Purchase of common stock amount					$ 2,000
Purchase of common stock shares					8,000
Common stock subscription price					$ 0.40
Allocated additional paid in capital	$ 22,548
Warrant, description					Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40.
Ido Merfeld [Member]
Capital Stock (Textual)
Total cash				$ 507
Jonah Meer [Member]
Capital Stock (Textual)
Total cash				$ 507
Board of Directors [Member]
Capital Stock (Textual)
Common stock, par value			$ 0.0001
Sale and issuance of common stock			1,200,000
Warrant exercisable date			Dec. 31, 2019
Purchase of common stock price per share			$ 0.40
Common stock subscription price			$ 0.25
Stock award		440,000
Vested shares		145,000
Shares issued upon grant date		300,000
Grant date		Dec. 14, 2016
Grant exercise price		$ 0.18667
Receive common stock vest upon grant date		150,000
Grant date value		$ 56,000
Private Placement [Member]
Capital Stock (Textual)
Total proceeds of subscriptions amount					$ 32,000		$ 251,000	$ 30,000
Subscriptions shares							1,004,000	120,000
Common stock [Member] | Ido Merfeld [Member]
Capital Stock (Textual)
Common stock issued				5,060,000
Issuance of common stock				$ 506
Common stock [Member] | Jonah Meer [Member]
Capital Stock (Textual)
Common stock issued				5,060,000
Issuance of common stock				$ 506
Common stock [Member] | Third party valuation [Member]
Capital Stock (Textual)
Common stock, par value				$ 0.0001
Common stock shares, outstanding				10,120,000
Common stock voting preferences, description				A 19.3% premium over the common stock for the voting preferences.
Conversion value				$ 2,000
Issuance of common stock				$ 600
Series A Preferred Stock [Member]
Capital Stock (Textual)
Preferred stock, conversion basis, description					Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding.
Series A Preferred Stock [Member] | Ido Merfeld [Member]
Capital Stock (Textual)
Preferred stock, shares issued				1,000
Issuance of preferred stock				$ 1
Series A Preferred Stock [Member] | Jonah Meer [Member]
Capital Stock (Textual)
Preferred stock, shares issued				1,000
Issuance of preferred stock				$ 1
Series A Preferred Stock [Member] | Third party valuation [Member]
Capital Stock (Textual)
Preferred stock voting preferences, description				The Series A Preferred Stock voting rights represented 66.7% of the total voting rights.

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Income Taxes (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Income Taxes [Abstract]
Loss carryforwards	$ 99,646	$ 57,540
Less - stock based compensation	(19,040)	(19,040)
Less - changes in derivative liabilities	(16,304)
Less - valuation allowance	(64,302)	(38,500)
Total net deferred tax assets

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Income Taxes (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Income Taxes (Textual)
Statutory income tax rate	34.00%
Net operating loss carry-forward	$ 248,104	$ 293,078
Expiration date	Dec. 31, 2036

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Subsequent Events (Details)	9 Months Ended
	Sep. 30, 2017 shares
Subsequent Events (Textual)
Issued of Common stock exercise of warrants	408,674