Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018shares | |
Document and Entity Information: | |
Entity Registrant Name | IASO BIOMED, INC. |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2018 |
Trading Symbol | iaso |
Entity Incorporation, State Country Name | Colorado |
Entity Incorporation, Date of Incorporation | Mar. 11, 2015 |
Amendment Flag | true |
Entity Central Index Key | 1,662,907 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 34,927,632 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q2 |
Amendment Description | This Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018, originally filed with the U.S. Securities and Exchange Commission on August 14, 2018, is being filed solely for the purpose of restating the June 30, 2018 Condensed Financial Statements to correct an error in accounting for certain warrants as explained more fully in Note 6 of the accompanying notes to condensed financial statements. This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment continues to speak as of the date of the original Form 10-Q, and does not modify, amend or update in any way the financial statements or any other item or disclosures for events occurring after the filing of the original Form 10-Q on August 14, 2018. |
IASO BIOMED, INC. - Balance She
IASO BIOMED, INC. - Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | |
Current Assets: | |||
Cash | $ 26,187 | $ 20,191 | |
Prepaid expenses | 4,355 | 1,562 | |
Total Currents Assets | 30,542 | 21,753 | |
Total Assets | 30,542 | 21,753 | |
Current Liabilities: | |||
Accounts payable | 129,188 | 64,427 | |
Note payable, related party | 60,000 | 60,000 | |
Accrued salaries | 300,000 | 187,500 | |
Accrued board fees | 120,000 | ||
Accrued interest, related party | 3,989 | 2,203 | |
Total Current Liabilities | 613,177 | 314,130 | |
Total Liabilities | 613,177 | 314,130 | |
Commitments and Contingencies | [1] | ||
Stockholders' Deficit | |||
Preferred stock | |||
Common stock | 3,493 | 3,425 | |
Additional paid-in capital | 1,569,736 | 1,108,126 | |
Accumulated deficit | (2,155,864) | (1,403,928) | |
Total Stockholders' Deficit | (582,635) | (292,377) | |
Total Liabilities and Stockholders' Deficit | $ 30,542 | $ 21,753 | |
[1] | See Note 5 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 34,927,632 | 34,252,632 |
Common Stock, Shares Outstanding | 34,927,632 | 34,252,632 |
IASO BIOMED, INC. - Statements
IASO BIOMED, INC. - Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement | ||||
Revenues | ||||
Operating Expenses: | ||||
General and administrative | 119,793 | 121,921 | 665,150 | 325,652 |
Research and development | 75,000 | 11,497 | 85,000 | 151,078 |
Total operating expenses | 194,793 | 133,418 | 750,150 | 476,730 |
Loss From Operations | (194,793) | (133,418) | (750,150) | (476,730) |
Other Expenses: | ||||
Interest expense, related party | 898 | 374 | 1,786 | 744 |
Total other expenses | 898 | 374 | 1,786 | 744 |
Net Loss | $ (195,691) | $ (133,792) | $ (751,936) | $ (477,474) |
Earnings per Common Share: | ||||
Basic and diluted loss per share | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 34,922,412 | 33,586,799 | 34,726,113 | 33,540,410 |
IASO BIOMED, INC. - Statement_2
IASO BIOMED, INC. - Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (751,936) | $ (477,474) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 357,428 | 162,940 |
Contributed services | 5,000 | |
Changes in assets and liabilities: | ||
Prepaid expenses, increase decrease | (2,792) | (2,983) |
Accounts payable, increase decrease | 64,760 | 162,108 |
Accrued salaries, increase decrease | 112,500 | 75,000 |
Accrued board fees, increase decrease | 120,000 | |
Accrued interest, related party, increase decrease | 1,786 | 744 |
Net cash used in operating activities | (98,254) | (74,665) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of notes payable, related party | ||
Payments on notes payable, related party | ||
Proceeds from the sale of common stock | 100,000 | 84,000 |
Proceeds from the exercise of warrants | 4,250 | |
Net cash provided by financing activities | 104,250 | 84,000 |
Net Increase (Decrease) in Cash | 5,996 | 9,335 |
Cash, beginning of period | 20,191 | 13,191 |
Cash, end of period | 26,187 | 22,526 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest, note payable - officer |
1. Nature of Operations and Sum
1. Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
1. Nature of Operations and Summary of Significant Accounting Policies: | 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations IASO BioMed, Inc. (IASO or the Company) is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well as drugs that may qualify for orphan drug status. The Company is developing a unique, first in class drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the bodys own production rather than using synthetic hormones and steroids. It is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimers disease. There is no assurance that these research and development activities will result in products that can be sold. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado. Basis of presentation The interim unaudited financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) as of and for the three and six month periods ended June 30, 2018 and 2017. The December 31, 2017 Balance Sheet included herein was derived from the audited year-end financial statements of the Company. Certain information and footnote disclosures normally included in unaudited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim unaudited financial statements should be read in conjunction with the Companys annual financial statements for the year ended December 31, 2017, notes and accounting policies thereto included in the Companys Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents. Use of Estimates The preparation of the Companys financial statements, in conformity with generally accepted accounting principles, requires the Companys management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include but are not limited to the valuation of share-based awards. Research and Development Costs Research and development costs are charged to operations in the period incurred. For the six months ended June 30, 2018 and 2017, the Company incurred $85,000 and $151,078 in research and development costs, respectively. Share-based Compensation Share-based payments are measured at their estimated fair value on the date of grant. Share-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Share-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For warrants that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested warrants on a straight-line basis over the remaining vesting period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of warrants and the market price of our common stock, or comparable public companies if our stock is not trading, on the date of grant for the fair value. Our determination of fair value of share-based awards is affected by those stock prices as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. Income Taxes The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Fair Value of Financial Instruments The carrying value of cash and cash equivalents and trade accounts payable are considered to approximate fair value due to the short-term nature of these instruments. Earnings Per Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants, plus the conversion of convertible notes, if any. There were 9,595,000 and 8,660,000, respectively, shares excluded as they were anti-dilutive at June 30, 2018 and 2017. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period ending June 30, 2019 and interim periods within that annual period. Early adoption is permitted. The Company does not expect ASU 2017-09 will have a significant impact on its financial statements upon adoption. |
2. Going Concern
2. Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
2. Going Concern: | 2. Going Concern At June 30, 2018 and December 31, 2017, the Company had cash of $26,187 and $20,191, respectively. It also had a working capital deficit of $582,635 and $292,377, respectively and an accumulated deficit of $2,155,864 and $1,403,928, respectively. This raises substantial doubt about the Company's ability to continue as a going concern. Management is taking action to ensure the Company will continue as a going concern for at least one year beyond the date of the issuance of the Companys financial statements. From March 11, 2015 (Inception) through June 30, 2018, the Company has sold $664,342 in common stock. Common stock sales continue pursuant to the Companys private placement offering. Additionally, the Company received approval for its Form S-1 Registration Statement with the Securities and Exchange Commission, through which it intends to offer for sale additional shares of its common stock. These fundraising efforts may not be successful. While there can be no assurances, management believes that these actions will enable the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
3. Related Party Transactions
3. Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
3. Related Party Transactions: | 3. Related Party Transactions Note Payable In October 2017, the Company executed an unsecured promissory note to Richard Schell for $35,000 bearing interest at 6% per annum, which remained outstanding at June 30, 2018 and December 31, 2017 with accrued interest payable of $1,548 and $506, respectively. A total of $1,786 and $744 of interest expense was accrued during the six-month periods ended June 30, 2018 and 2017, respectively. Employment Agreements In March 2017 the Company entered into an employment agreement with its CFO for a two-year term. The CFO will assume his responsibilities on a part time basis until requested by the Board of Directors to become a full-time executive. The base salary of $75,000 per annum is payable to the CFO only upon the Companys raising of an additional $750,000. When the CFO becomes a full-time executive, his salary will be increased to $125,000 per annum. The CFO also received warrants to purchase 500,000 shares of the Companys common stock at $0.40 per share for a period of five years after issuance. 250,000 warrants vested upon signing the agreement and the remaining 250,000 vested in March 2018. The CFO will also be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. The agreement provides for severance payments. The Company accrued $112,500 and $75,000 in salaries related to these agreements for the six-month periods ended June 30, 2018 and 2017, respectively. Contributed Services Scientific Advisory Board Agreements Also, effective March 1, 2018, we entered into a Scientific Advisory Board Agreement with our director Dr. Karatzas (the Karatzas Agreement), through which Dr. Karatzas agreed to serve on our Scientific Advisory Board. The term of the Karatzas Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Karatzas Agreement provides for payments as follows: an annual fee of $25,000; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $40,000 payable following a successful financing round of a minimum of $2,000,000; and should the Karatzas Agreement be renewed after one year, a $90,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Karatzas must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Karatzas and the Companys Chief Executive Officer. The Company accrued a total of $120,000 in fees related to these agreements for the six-month period ended June 30, 2018, which includes $20,000 in fees and $100,000 in signing bonuses. Services Agreement he Company pays the Company's Corporate Secretary's company $400 per month for reimbursement of certain administrative charges such as computer, internet, phone and similar items. The agreement is on a month-to-month basis and may be terminated at any time by either party. Total expense for the six months ended June 30, 2018 and 2017 was $ 2,400 . |
4. Stockholders' Equity
4. Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
4. Stockholders' Equity: | 4. Stockholders Equity The Company has the authority to issue 110,000,000 shares of $.0001 par value stock, of which 100,000,000 shares are common stock and 10,000,000 shares are preferred stock. As of June 30, 2018, and December 31, 2017 there were 34,927,632 and 34,252,632 common stock shares issued and outstanding. For the six-month period ended June 30, 2018, the Company sold $100,000 in its private placement, issuing 250,000 shares of our common stock at $0.40 per share that included warrants to purchase up to 250,000 shares of our common stock exercisable at $0.75 per share for a period of three years from issuance. During the six-month period ended June 30, 2018, the Company issued warrants to purchase up to 860,000 shares of common stock at an exercise price of $0.01 per share to business, legal and scientific consultants; 400,000 of which were to expire in December 2022 and 460,000 of which expire in February 2021. Subsequent to issuance, 425,000 of these warrants were exercised for proceeds to the Company of $4,250. We incurred stock compensation expense totaling $336,926 in connection with the issuance of these warrants as more fully explained in Note 6 Share-based Compensation. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
5. Commitments and Contingencies: | 5. Commitments and Contingencies Royalties · · · · · The Company must also pay milestone payments as follows for the out of body test to identify Alzheimers disease as follows: · · · In addition, the Company issued 5% of the total number of issued and outstanding shares in the Companys Series A financing to the same institution, or 1,652,632 shares in March 2016. This agreement, payable in Canadian dollars, exposes the Company to foreign exchange transaction gains and losses. In August 2016, the Company issued an additional 300,000 shares of the Companys common stock to McGill in lieu of the pre-existing anti-dilution provision. As McGill owns more than 5% of the Companys outstanding common stock, it is considered a related party. Research Agreement |
6. Share-based Compensation
6. Share-based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
6. Share-based Compensation | 6. Share-based Compensation In March 2017, the Company issued 750,000 warrants to the Companys officers to purchase shares of our common stock at $0.40 per share. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions: Risk-free interest rate 1.55% Expected term 3 years Volatility 154% Dividend yield - Fair value $0.33 Expected term represents the period that the Companys stock-based awards are expected to be outstanding. The Companys historical stock warrant exercise experience does not provide a reasonable basis upon which to estimate expected term. As such, the simplified method was used to calculate the expected term. The Company calculated volatility based on the volatilities of comparable public companies. Total share based compensation related to these warrants was $20,502 and $162,940 for the six months ended June 30, 2018 and 2017, respectively. In February and March 2018 the Company issued warrants to purchase up to 860,000 shares of common stock at an exercise price of $0.01 per share to business, legal and scientific consultants; 400,000 of which were to expire in December 2022 and 460,000 of which expire in February 2021. Estimated fair values of warrants granted were determined using the Black-Scholes option pricing model with the following average assumptions: Risk-free interest rate 2.33 2.34% Expected term 2.5 years Volatility 182-217% Dividend yield - Fair value 0.39 Expected term represents the period that the Companys stock-based awards are expected to be outstanding. The Companys historical stock warrant exercise experience does not provide a reasonable basis upon which to estimate expected term. As such, the simplified method was used to calculate the expected term. The Company calculated volatility based on the volatilities of comparable public companies. Total share based compensation related to these warrants was $336,926 for the six months ended June 30, 2018. Restatement The following sets forth the effects of the restatement discussed above. Amounts reflected As Previously Reported represent those amounts included in the Companys initial quarterly report on Form 10-Q for the three and six months ended June 30, 2018, as filed on November 14, 2018. Condensed Balance Sheet June 30, 2018 As Previously Reported Adjustment As Restated Additional paid-in capital $ 1,650,067 $ 80,331 $ 1,569,736 Accumulated deficit $ (2,236,195) $ 80,331 $ (2,155,864) Condensed Statements of Operations Six months ended June 30, 2018 As Previously Reported Adjustment As Restated General and administrative $ 745,481 $ 80,331 $ 665,150 Total operating expenses $ 830,481 $ 80,331 $ 750,150 Loss from operations $ (830,481) $ 80,331 $ (750,150) Net Loss $ (832,267) $ 80,331 $ 751,936 Condensed Statement of Stockholders Deficit Six months ended June 30, 2018 As Previously Reported Adjustment As Restated Share-based compensation $ 437,759 $ 80,331 $ 357,428 Additional paid-in capital $ 1,650,067 $ 80,331 $ 1,569,736 Net Loss $ (832,267) $ 80,331 $ 751,936 Accumulated deficit $ (2,236,195) $ 80,331 $ (2,155,864) Condensed Statement of Cash Flows Six months ended June 30, 2018 As Previously Reported Adjustment As Restated Net Loss $ (832,267) $ 80,331 $ 751,936 Share-based compensation $ 437,759 $ 80,331 $ 357,428 |
7. Subsequent Events
7. Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
7. Subsequent Events: | 7. Subsequent Events Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements. |
1. Nature of Operations and S_2
1. Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Nature of Operations | Nature of Operations IASO BioMed, Inc. (IASO or the Company) is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well as drugs that may qualify for orphan drug status. The Company is developing a unique, first in class drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the bodys own production rather than using synthetic hormones and steroids. It is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimers disease. There is no assurance that these research and development activities will result in products that can be sold. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado. |
1. Nature of Operations and S_3
1. Nature of Operations and Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Basis of Presentation | Basis of presentation The interim unaudited financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) as of and for the three and six month periods ended June 30, 2018 and 2017. The December 31, 2017 Balance Sheet included herein was derived from the audited year-end financial statements of the Company. Certain information and footnote disclosures normally included in unaudited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim unaudited financial statements should be read in conjunction with the Companys annual financial statements for the year ended December 31, 2017, notes and accounting policies thereto included in the Companys Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year. |
1. Nature of Operations and S_4
1. Nature of Operations and Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents. |
1. Nature of Operations and S_5
1. Nature of Operations and Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of the Companys financial statements, in conformity with generally accepted accounting principles, requires the Companys management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include but are not limited to the valuation of share-based awards. |
1. Nature of Operations and S_6
1. Nature of Operations and Summary of Significant Accounting Policies: Research and Development Costs (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Research and Development Costs | Research and Development Costs Research and development costs are charged to operations in the period incurred. For the six months ended June 30, 2018 and 2017, the Company incurred $85,000 and $151,078 in research and development costs, respectively. |
1. Nature of Operations and S_7
1. Nature of Operations and Summary of Significant Accounting Policies: Share-based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Share-based Compensation | Share-based Compensation Share-based payments are measured at their estimated fair value on the date of grant. Share-based awards to non-employees are re-measured at fair value each financial reporting date until performance is completed. Share-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For warrants that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested warrants on a straight-line basis over the remaining vesting period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of warrants and the market price of our common stock, or comparable public companies if our stock is not trading, on the date of grant for the fair value. Our determination of fair value of share-based awards is affected by those stock prices as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. |
1. Nature of Operations and S_8
1. Nature of Operations and Summary of Significant Accounting Policies: Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. |
1. Nature of Operations and S_9
1. Nature of Operations and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents and trade accounts payable are considered to approximate fair value due to the short-term nature of these instruments. |
1. Nature of Operations and _10
1. Nature of Operations and Summary of Significant Accounting Policies: Earnings Per Share (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Earnings Per Share | Earnings Per Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants, plus the conversion of convertible notes, if any. There were 9,595,000 and 8,660,000, respectively, shares excluded as they were anti-dilutive at June 30, 2018 and 2017. |
1. Nature of Operations and _11
1. Nature of Operations and Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period ending June 30, 2019 and interim periods within that annual period. Early adoption is permitted. The Company does not expect ASU 2017-09 will have a significant impact on its financial statements upon adoption. |
6. Share-based Compensation_ Sc
6. Share-based Compensation: ScheduleOfAssumptions2017 (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
ScheduleOfAssumptions2017 | Risk-free interest rate 1.55% Expected term 3 years Volatility 154% Dividend yield - Fair value $0.33 |
6. Share-based Compensation_ _2
6. Share-based Compensation: Schedule of Assumptions Used (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Assumptions Used | Risk-free interest rate 2.33 2.34% Expected term 2.5 years Volatility 182-217% Dividend yield - Fair value 0.39 |
6. Share-based Compensation_ Re
6. Share-based Compensation: Restatement of Balance Sheets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Restatement of Balance Sheets | Condensed Balance Sheet June 30, 2018 As Previously Reported Adjustment As Restated Additional paid-in capital $ 1,650,067 $ 80,331 $ 1,569,736 Accumulated deficit $ (2,236,195) $ 80,331 $ (2,155,864) |
6. Share-based Compensation_ _3
6. Share-based Compensation: Restatement of Statements of Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Restatement of Statements of Operations | Condensed Statements of Operations Six months ended June 30, 2018 As Previously Reported Adjustment As Restated General and administrative $ 745,481 $ 80,331 $ 665,150 Total operating expenses $ 830,481 $ 80,331 $ 750,150 Loss from operations $ (830,481) $ 80,331 $ (750,150) Net Loss $ (832,267) $ 80,331 $ 751,936 |
6. Share-based Compensation_ _4
6. Share-based Compensation: Restatement of Statements of Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Restatement of Statements of Stockholders' Equity | Condensed Statement of Stockholders Deficit Six months ended June 30, 2018 As Previously Reported Adjustment As Restated Share-based compensation $ 437,759 $ 80,331 $ 357,428 Additional paid-in capital $ 1,650,067 $ 80,331 $ 1,569,736 Net Loss $ (832,267) $ 80,331 $ 751,936 Accumulated deficit $ (2,236,195) $ 80,331 $ (2,155,864) |
6. Share-based Compensation_ _5
6. Share-based Compensation: Restatement of Statements of Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Restatement of Statements of Cash Flows | Condensed Statement of Cash Flows Six months ended June 30, 2018 As Previously Reported Adjustment As Restated Net Loss $ (832,267) $ 80,331 $ 751,936 Share-based compensation $ 437,759 $ 80,331 $ 357,428 |
1. Nature of Operations and _12
1. Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Details | |
Entity Incorporation, State Country Name | Colorado |
Entity Incorporation, Date of Incorporation | Mar. 11, 2015 |
1. Nature of Operations and _13
1. Nature of Operations and Summary of Significant Accounting Policies: Research and Development Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Details | ||||
Research and development | $ 75,000 | $ 11,497 | $ 85,000 | $ 151,078 |
1. Nature of Operations and _14
1. Nature of Operations and Summary of Significant Accounting Policies: Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,595,000 | 8,660,000 |
2. Going Concern (Details)
2. Going Concern (Details) - USD ($) | 40 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | |
Details | |||
Cash | $ 26,187 | $ 20,191 | $ 20,191 |
Sale of Stock, Consideration Received on Transaction | $ 664,342 |
3. Related Party Transactions (
3. Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Oct. 31, 2017 | |
Note payable, related party | $ 60,000 | $ 60,000 | ||||
Accrued interest, related party | 3,989 | 2,203 | ||||
Accrued Salaries, Current | 112,500 | $ 75,000 | ||||
Officers' Compensation | $ 5,000 | |||||
Employment Agreements | CEO | ||||||
Salaries, Wages and Officers' Compensation | $ 150,000 | |||||
Additional Capital to be Raised as Target | $ 750,000 | |||||
Warrants Issued | 250,000 | |||||
Investment Warrants, Exercise Price | $ 0.40 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 125,000 | 125,000 | ||||
Employment Agreements | CFO | ||||||
Salaries, Wages and Officers' Compensation | $ 75,000 | |||||
Additional Capital to be Raised as Target | $ 750,000 | |||||
Warrants Issued | 500,000 | |||||
Investment Warrants, Exercise Price | $ 0.40 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 250,000 | 250,000 | ||||
Chief Executive Officer | ||||||
Note payable, related party | $ 25,000 | $ 35,000 | ||||
Accounts Payable, Interest-bearing, Interest Rate | 6.00% | 6.00% | ||||
Accrued interest, related party | $ 2,441 | 1,697 | ||||
Interest Payable, Current | 1,548 | $ 506 | ||||
Corporate Secretary | ||||||
Reimbursement Expense | $ 2,400 |
4. Stockholders' Equity (Detail
4. Stockholders' Equity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Excess Stock, Shares Authorized | 110,000,000 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares Outstanding | 34,927,632 | 34,252,632 |
Private Placement | ||
Stock Issued During Period, Value, New Issues | $ 100,000 | |
Stock Issued During Period, Shares, New Issues | 250,000 | |
Sale of Stock, Price Per Share | $ 0.40 | |
Private Placement | Warrant | ||
Common Stock, Capital Shares Reserved for Future Issuance | 0.75 | |
Business, Legal and Scientific Consultants | ||
Warrants Issued to Purchase Common Stock | 860,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 |
5. Commitments and Contingenc_2
5. Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jan. 31, 2016USD ($) | Jan. 31, 2016CAD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Aug. 31, 2016shares | Mar. 31, 2016shares | Jan. 30, 2016USD ($) | Jan. 02, 2016 | |
Percentage of Royalty | 3.00% | |||||||||
Royalty Expense | $ 5,000 | |||||||||
Research and development | $ 75,000 | $ 11,497 | $ 85,000 | $ 151,078 | ||||||
Testosterone Replacement Therapy | Milestone One | ||||||||||
Milestone Payments | 5,000 | |||||||||
Testosterone Replacement Therapy | Milestone Two | ||||||||||
Milestone Payments | 25,000 | |||||||||
Testosterone Replacement Therapy | Milestone Three | ||||||||||
Milestone Payments | 50,000 | |||||||||
Testosterone Replacement Therapy | Milestone Four | ||||||||||
Milestone Payments | 100,000 | |||||||||
Testosterone Replacement Therapy | Milestone Five | ||||||||||
Milestone Payments | 300,000 | |||||||||
Alzheimer Disease | Milestone One | ||||||||||
Milestone Payments | 5,000 | |||||||||
Alzheimer Disease | Milestone Two | ||||||||||
Milestone Payments | 50,000 | |||||||||
Alzheimer Disease | Milestone Three | ||||||||||
Milestone Payments | $ 200,000 | |||||||||
Series A financing | ||||||||||
Percentage of Issued and Outstanding Shares Issued As Milestone Payments | 5.00% | |||||||||
Common Stock Shares Issued for Milestone Payment | shares | 1,652,632 | |||||||||
McGill | ||||||||||
Shares, Issued | shares | 300,000 | |||||||||
Equity Method Investment, Ownership Percentage | 5.00% | |||||||||
Research Agreement | ||||||||||
Amount Payable Under Agreement | $ 130,000 | |||||||||
Research Agreement | Transaction One | ||||||||||
Research and development | $ 130,000 |
6. Share-based Compensation (De
6. Share-based Compensation (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | |
Share Based Compensation Related to Warrants | $ 20,502 | $ 162,940 | |
Officer | |||
Class of Warrant or Right, Outstanding | 750,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 |
6. Share-based Compensation_ _6
6. Share-based Compensation: ScheduleOfAssumptions2017 (Details) - $ / shares | 1 Months Ended | 2 Months Ended |
Mar. 31, 2017 | Mar. 31, 2018 | |
Details | ||
Risk Free Interest Rate | 1.55% | |
Expected Term | 3 years | 2 years 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 154.00% | |
Assumptions Fair Value | $ 0.33 |
6. Share-based Compensation_ _7
6. Share-based Compensation: Schedule of Assumptions Used (Details) - $ / shares | 1 Months Ended | 2 Months Ended |
Mar. 31, 2017 | Mar. 31, 2018 | |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.33% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.34% | |
Expected Term | 3 years | 2 years 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 182.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 217.00% | |
Fair Value Maximum | $ 0.39 |
6. Share-based Compensation_ _8
6. Share-based Compensation: Restatement of Balance Sheets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Additional paid-in capital | $ 1,569,736 | $ 1,108,126 |
Accumulated deficit | (2,155,864) | $ (1,403,928) |
As Previously Reported | ||
Additional paid-in capital | 1,650,067 | |
Accumulated deficit | (2,236,195) | |
Adjustment | ||
Additional paid-in capital | 80,331 | |
Accumulated deficit | 80,331 | |
As Restated | ||
Additional paid-in capital | 1,569,736 | |
Accumulated deficit | $ (2,155,864) |
6. Share-based Compensation_ _9
6. Share-based Compensation: Restatement of Statements of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
General and administrative | $ 119,793 | $ 121,921 | $ 665,150 | $ 325,652 | |
Total operating expenses | 194,793 | 133,418 | 750,150 | 476,730 | |
Loss From Operations | (194,793) | (133,418) | (750,150) | (476,730) | |
Net Loss | $ (195,691) | $ (133,792) | (751,936) | $ (477,474) | |
As Previously Reported | |||||
General and administrative | 745,481 | ||||
Total operating expenses | 830,481 | ||||
Loss From Operations | (830,481) | ||||
Net Loss | $ (832,267) | (832,267) | |||
Adjustment | |||||
General and administrative | 80,331 | ||||
Total operating expenses | 80,331 | ||||
Loss From Operations | 80,331 | ||||
Net Loss | 80,331 | 80,331 | |||
As Restated | |||||
General and administrative | 665,150 | ||||
Total operating expenses | 750,150 | ||||
Loss From Operations | (750,150) | ||||
Net Loss | $ 751,936 | $ 751,936 |
6. Share-based Compensation__10
6. Share-based Compensation: Restatement of Statements of Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Share-based compensation | $ 357,428 | $ 162,940 | ||||
Additional paid-in capital | $ 1,569,736 | 1,569,736 | $ 1,108,126 | |||
Net Loss | (195,691) | $ (133,792) | (751,936) | $ (477,474) | ||
Accumulated deficit | (2,155,864) | (2,155,864) | $ (1,403,928) | |||
As Previously Reported | ||||||
Share-based compensation | 437,759 | |||||
Additional paid-in capital | 1,650,067 | 1,650,067 | ||||
Net Loss | $ (832,267) | (832,267) | ||||
Accumulated deficit | (2,236,195) | (2,236,195) | ||||
Adjustment | ||||||
Share-based compensation | 80,331 | |||||
Additional paid-in capital | 80,331 | 80,331 | ||||
Net Loss | 80,331 | 80,331 | ||||
Accumulated deficit | 80,331 | 80,331 | ||||
As Restated | ||||||
Share-based compensation | 357,428 | |||||
Additional paid-in capital | 1,569,736 | 1,569,736 | ||||
Net Loss | $ 751,936 | 751,936 | ||||
Accumulated deficit | $ (2,155,864) | $ (2,155,864) |
6. Share-based Compensation__11
6. Share-based Compensation: Restatement of Statements of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net Loss | $ (195,691) | $ (133,792) | $ (751,936) | $ (477,474) | |
Share-based compensation | 357,428 | $ 162,940 | |||
As Previously Reported | |||||
Net Loss | $ (832,267) | (832,267) | |||
Share-based compensation | 437,759 | ||||
Adjustment | |||||
Net Loss | 80,331 | 80,331 | |||
Share-based compensation | 80,331 | ||||
As Restated | |||||
Net Loss | $ 751,936 | 751,936 | |||
Share-based compensation | $ 357,428 |