IASO BioMed (IASO) 10-K 16 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Document and Entity Information:
Entity Registrant Name	IASO BIOMED, INC.
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Trading Symbol	iaso
Entity Incorporation, State Country Name	Colorado
Entity Incorporation, Date of Incorporation	Mar. 11, 2015
Amendment Flag	false
Entity Central Index Key	1,662,907
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	34,252,632
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Entity Public Float		$ 1

IASO BIOMED, INC. - Balance She

IASO BIOMED, INC. - Balance Sheets - USD ($)		Dec. 31, 2017	Dec. 31, 2016
Current Assets:
Cash		$ 20,191	$ 13,191
Prepaid expenses		1,563	1,393
Total Currents Assets		21,754	14,584
Total Assets		21,754	14,584
Current Liabilities:
Accounts payable		64,427	28,797
Note payable, related party		60,000	25,000
Accrued salaries		187,500
Accrued interest, related party		2,203	197
Total Current Liabilities		314,130	53,994
Total Liabilities		314,130	53,994
Commitments and Contingencies	[1]
Stockholders' Deficit
Preferred stock
Common stock		3,425	3,343
Additional paid-in capital		1,108,126	644,762
Accumulated deficit		(1,403,928)	(687,515)
Total Stockholders' Deficit		(292,377)	(39,410)
Total Liabilities and Stockholders' Deficit		$ 21,754	$ 14,584
[1]	See Note 5

Statement of Financial Position

Statement of Financial Position - Parenthetical - $ / shares	Dec. 31, 2017	Dec. 31, 2016
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	34,252,632	33,427,632
Common Stock, Shares Outstanding	34,252,632	33,427,632

IASO BIOMED, INC. - Statements

IASO BIOMED, INC. - Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement
Revenues
Operating Expenses:
General and administrative	543,326	166,446
Research and development	171,078	444,007
Total operating expenses	714,405	610,453
Loss From Operations	(714,405)	(610,453)
Other Expenses:
Interest expense, related party	2,009	197
Total other expenses	2,009	197
Net Loss	$ (716,413)	$ (610,650)
Earnings per Common Share:
Basic and diluted loss per share	$ (0.02)	$ (0.02)
Weighted average number of common shares outstanding:
Basic and diluted	33,837,920	32,518,353

IASO BIOMED, INC. - Statements5

IASO BIOMED, INC. - Statements of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance, Value at Dec. 31, 2015	$ 2,995	$ 154,847	$ (76,865)	$ 80,977
Balance, Shares at Dec. 31, 2015	29,950,000
Issuance of common stock for license agreement, Value	$ 195	285,068		285,263
Issuance of common stock for license agreement, Shares	1,952,632
Sale of common stock, Value	$ 153	174,847		175,000
Sale of common stock, Shares	1,525,000
Contributed services, Value		30,000		30,000
Contributed services, Shares	1,250,000
Net Loss			(610,650)	(610,650)
Share-based compensation				0
Balance, Value at Dec. 31, 2016	$ 3,343	644,762	(687,515)	(39,410)
Balance, Shares at Dec. 31, 2016	33,427,632
Sale of common stock, Value	$ 57	231,443		231,500
Sale of common stock, Shares	575,000
Contributed services, Value		5,000		5,000
Net Loss			(716,413)	(716,413)
Warrant exercises, Value	$ 25	2,475		2,500
Warrant exercises, Shares	250,000
Share-based compensation		224,446		224,446
Balance, Value at Dec. 31, 2017	$ 3,425	$ 1,108,126	$ (1,403,928)	$ (292,377)
Balance, Shares at Dec. 31, 2017	34,252,632

IASO BIOMED, INC. - Statements6

IASO BIOMED, INC. - Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities:
Net Loss	$ (716,413)	$ (610,650)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of stock for license fees		285,263
Share-based compensation	224,446	0
Contributed services	5,000	30,000
Changes in assets and liabilities:
Prepaid expenses, increase decrease	(170)	(1,393)
Accounts payable, increase decrease	35,631	(3,539)
Accrued salaries, increase decrease	187,500
Accrued interest, related party, increase decrease	2,006	197
Net cash used in operating activities	(262,000)	(300,122)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable, related party	53,000	25,000
Payments on notes payable, related party	(18,000)
Proceeds from the sale of common stock	231,500	175,000
Proceeds from the exercise of warrants	2,500
Net cash provided by financing activities	269,000	200,000
Net Increase (Decrease) in Cash	7,000	(100,122)
Cash, beginning of period	13,191	113,313
Cash, end of period	20,191	$ 13,191
Supplemental Cash Flow Information
Cash paid for interest, note payable - officer	$ 3

1. Nature of Operations and Sum

1. Nature of Operations and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Notes
1. Nature of Operations and Summary of Significant Accounting Policies:	1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations IASO BioMed, Inc. (“IASO” or the “Company”) is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well as drugs that may qualify for orphan drug status. The Company is developing a unique, first in class drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the body’s own production rather than using synthetic hormones and steroids. It is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease. There is no assurance that these research and development activities will result in products that can be sold. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado. The Company follows accounting standards set by the Financial Accounting Standards Board, commonly referred to as the FASB. The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure they consistently report the Company’s financial condition, results of operations and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents. Use of Estimates The preparation of the Company’s financial statements, in conformity with generally accepted accounting principles, requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include but are not limited to the valuation of share-based awards. Research and Development Costs Research and development costs are charged to operations in the period incurred. For the years ended December 31, 2017 and 2016, the Company incurred $171,078 and $444,007 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 on the date of grant for the fair value. Our determination of fair value of share-based awards is affected by our stock price 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 8,760,000 and 8,075,000, respectively, shares excluded as they were anti-dilutive at December 31, 2017 and 2016. 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	12 Months Ended
	Dec. 31, 2017
Notes
2. Going Concern:	2. Going Concern At December 31, 2017 and December 31, 2016, the Company had cash of $20,191 and $13,191, respectively. It also had working capital deficit of $292,378 and $39,410, respectively and an accumulated deficit of $1,403,928 and $687,515, respectively. This raises substantial doubt about the Company's ability to continue as a going concern. Management is taking action to ensure the Company will continue as a going concern for at least one year beyond the date of the issuance of the Company’s financial statements. From March 11, 2015 (Inception) through December 31, 2017, the Company has sold $591,502 in common stock. Common stock sales continue pursuant to the Company’s private placement offering. Additionally, the Company received approval for its Form S-1 Registration Statement with the Securities and Exchange Commission, through which it intends to offer for sale additional shares of its common stock. 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	12 Months Ended
	Dec. 31, 2017
Notes
3. Related Party Transactions:	3. Related Party Transactions Notes Payable In July 2017, the Company executed an unsecured promissory note to Richard Schell for $18,000 bearing interest at 6% per annum. The principal amount of the note, together with $3.00 in accrued interest, was repaid by the Company a day after execution from the proceeds of the sale of common stock. In October 2017, the Company executed an unsecured promissory note to Richard Schell for $35,000 bearing interest at 6% per annum. At December 31, 2017 there was $506 in accrued interest payable on this note. 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 oral agreement is on a month-to-month basis and may be terminated at any time by either party. Total expense for the year ended December 31, 2017 was $ 4,800 .

4. Stockholders' Equity

4. Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Notes
4. Stockholders' Equity:	4. Stockholders’ Equity The Company has the authority to issue 110,000,000 shares of $0.0001 par value stock, of which 100,000,000 shares are common stock and 10,000,000 shares are preferred stock. As of December 31, 2017, and December 31, 2016 there were 34,252,632 and 33,427,632 common stock shares issued and outstanding. For the year ended December 31, 2017, the Company sold $224,000 in its private placement, issuing 560,000 shares of our common stock at $0.40 per share that included warrants to purchase up to 310,000 shares of our common stock exercisable at $0.75 per share, as well as warrants to purchase up to 250,000 shares of our common stock at $0.01 per share, all for a period of three years from issuance. In July 2017 the Company issued 250,000 shares of its common stock at $0.01 per share upon exercise of the warrant exercisable at $0.01 per share issued in the private placement for total proceeds of $2,500. For the year ended December 31, 2017, the Company issued 15,000 shares of commons stock for total proceeds of $7,500 through its S-1 Registration Statement at $0.50 per share.

5. Commitments and Contingencie

5. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
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 Alzheimer’s disease as follows: · · · In addition, the Company issued 5% of the total number of issued and outstanding shares in the Company’s Series A financing to the same institution, or 1,652,632 shares in March 2016. This agreement, payable in Canadian dollars, exposes the Company to foreign exchange transaction gains and losses. In August 2016, the Company issued an additional 300,000 shares of the Company’s common stock to McGill in lieu of the pre-existing anti-dilution provision. As McGill owns more than 5% of the Company’s outstanding common stock, it is considered a related party. Research Agreement 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 Company’s raising of an additional $750,000. When the CFO becomes a full-time executive, his salary will be increased to $125,000 per annum. The CFO also received warrants to purchase 500,000 shares of the Company’s common stock at $0.40 per share for a period of five years after issuance. 250,000 warrants vested upon signing the agreement and the remaining 250,000 vest in March 2018. The CFO will also be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. The agreement provides for severance payments. The Company accrued $187,500 in salaries related to these agreements for the year ended December 31, 2017, all of which remains unpaid as of that date. Contributed Services

6. Share-based Compensation

6. Share-based Compensation	12 Months Ended
	Dec. 31, 2017
Notes
6. Share-based Compensation	6. Share-based Compensation In March 2017, the Company issued 750,000 warrants to the Company’s officers to purchase shares of our common stock at $0.40 per share. Estimated fair values of warrants granted have been determined using the Black-Scholes option pricing model with the following average assumptions: Risk-free interest rate 1.55% Expected term 3 years Volatility 154% Dividend yield - Fair value $ 0.33 Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s historical stock warrant exercise experience does not provide a reasonable basis upon which to estimate expected term. As such, the simplified method was used to calculate the expected term. The Company calculated volatility based on the volatilities of comparable public companies. Total share-based compensation was $224,446 and $0 for years ended December 31, 2017 and 2016, respectively. Warrants A summary of the activity of the Company’s outstanding warrants at December 31, 2016 and December 31, 2017 is as follows: Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at December 31, 2015 8,000,000 $ 0.35 $ 0.00 Granted 75,000 0.75 - Expired/Cancelled - - - Exercised - - - Outstanding and exercisable at December 31, 2016 8,075,000 $ 0.35 $ 0.00 Granted 935,000 0.41 0.33 Expired/Cancelled - - - Exercised (250,000) 0.01 - Outstanding and exercisable at December 31, 2017 8,760,000 $ 0.37 $ 0.33 The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2017: Exercise price range Number of options outstanding Weighted-average exercise price Weighted-average remaining life $0.10 3,000,000 $ 0.10 2.6 years $0.40 375,000 0.40 4.2 years $0.50 5,000,000 0.50 2.6 years $0.75 385,000 0.75 2.5 years 8,760,000 $ 0.37 2.8 years

7. Income Taxes

7. Income Taxes	12 Months Ended
	Dec. 31, 2017
Notes
7. Income Taxes:	7. Income Taxes The components of the net deferred tax assets recognized as of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets: Capitalized start-up costs 447,336 233,755 Deferred tax asset 447,336 233,755 Valuation allowance (447,336) (233,755) Net deferred tax assets $ – $ – A reconciliation of statutory tax rates to effective tax rates were as follows in each of the periods presented: 2017 2016 Federal income taxes at statutory rate 34.0 % 34.0 % State income taxes at statutory rate 3.0 % 3.0 % Valuation allowance (37.0) % (37.0) % Effective tax rate 0.0 % 0.0 % As of December 31, 2017 and 2016 the Company had capitalized start-up costs for tax purposes of approximately $1,403,928 and $687,515, respectively, which will be amortized over 15 years upon commencement of business operations. As of December 31, 2017and 2016, an evaluation of the deferred tax asset determined that it was more likely than not that the start-up cost asset may not be realized, and therefore a valuation allowance for $477,336 and $233,755, respectively, was recorded. The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the periods ended December 31, 2017 the Company did not recognize any interest or penalties in its statement of operations, nor did it have any interest or penalties accrued in its balance sheets at December 31, 2017 relating to unrecognized tax benefits. Under the provisions of ASC 740, Accounting for Uncertainty in Income Taxes

8. Subsequent Events

8. Subsequent Events	12 Months Ended
	Dec. 31, 2017
Notes
8. Subsequent Events:	8. Subsequent Events In February 2018, the Company sold 250,000 units consisting of 250,000 shares of common stock and warrants to purchase 250,000 shares of common stock at an exercise price of $0.75 per share expiring in three years for a unit price of $0.40 per share, or a total of $100,000. During the period from October 1, 2017 to March 31, 2018 we issued 300,000 units consisting of 300,000 shares of common stock and warrants to purchase 300,000 shares of common stock at an exercise price of $0.75 per share expiring in three years for a unit price of $0.40 per share, or a total of $120,000. In February and March 2018, we issued warrants to purchase up to 860,000 shares of our common stock at an exercise price of $0.01 per share to business, legal and scientific consultants; 400,000 of which were to expire in December 2022 and 460,000 of which expire in February 2021. Subsequent to issuance, 400,000 of these warrants were exercised for proceeds to the Company of $4,000. Effective March 1, 2018, we entered into a Scientific Advisory Board Agreement with our director Dr. Papadopoulos (the “Papadopoulos Agreement”), through which Dr. Papadopoulos agreed to serve on our Scientific Advisory Board. The term of the Papadopoulos Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Papadopoulos Agreement provides for payments as follows: an annual fee of $35,000, which includes $10,000 to serve as the Scientific Advisory Board Chairman; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $45,000 payable following a successful financing round of a minimum of $2,000,000; and should the Papadopoulos Agreement be renewed after one year, a $95,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Papadopoulos must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Papadopoulos and the Company’s Chief Executive Officer. Also, effective March 1, 2018, we entered into a Scientific Advisory Board Agreement with our director Dr. Karatzas (the “Karatzas Agreement”), through which Dr. Karatzas agreed to serve on our Scientific Advisory Board. The term of the Karatzas Agreement is one year from execution and may be renewed annually by mutual consent of both parties. The Karatzas Agreement provides for payments as follows: an annual fee of $25,000; a signing bonus of $50,000 payable after successful closing of any cumulative minimum $1,000,000 investment in the Company; a non-discretionary bonus of $40,000 payable following a successful financing round of a minimum of $2,000,000; and should the Karatzas Agreement be renewed after one year, a $90,000 bonus payable only after the signing bonus and non-discretionary bonus from year one have been earned. In order to receive the non-discretionary bonus payments Dr. Karatzas must be actively involved in the creation and execution of strategies necessary for the Company to achieve its strategic plan including the scientific, commercial and business objectives, as applicable and as agreed upon between the Dr. Karatzas and the Company’s Chief Executive Officer. 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 S15

1. Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
Nature of Operations	Nature of Operations IASO BioMed, Inc. (“IASO” or the “Company”) is a developmental stage biotechnology company focusing on researching and developing drugs and diagnostic tests for products with a large commercial market potential as well as drugs that may qualify for orphan drug status. The Company is developing a unique, first in class drug that it believes will be a safer alternative to currently available testosterone replacement therapy by stimulating the body’s own production rather than using synthetic hormones and steroids. It is also developing a process, or method, which the Company believes will be the basis for developing an early stage blood or fluid test for Alzheimer’s disease. There is no assurance that these research and development activities will result in products that can be sold. The Company was incorporated as a C-corporation in the state of Colorado on March 11, 2015. It has its primary place of business in Denver, Colorado. The Company follows accounting standards set by the Financial Accounting Standards Board, commonly referred to as the FASB. The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure they consistently report the Company’s financial condition, results of operations and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification

1. Nature of Operations and S16

1. Nature of Operations and Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 2017
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 S17

1. Nature of Operations and Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
Use of Estimates	Use of Estimates The preparation of the Company’s financial statements, in conformity with generally accepted accounting principles, requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include but are not limited to the valuation of share-based awards.

1. Nature of Operations and S18

1. Nature of Operations and Summary of Significant Accounting Policies: Research and Development Costs (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
Research and Development Costs	Research and Development Costs Research and development costs are charged to operations in the period incurred. For the years ended December 31, 2017 and 2016, the Company incurred $171,078 and $444,007 in research and development costs, respectively.

1. Nature of Operations and S19

1. Nature of Operations and Summary of Significant Accounting Policies: Share-based Compensation (Policies)	12 Months Ended
	Dec. 31, 2017
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 on the date of grant for the fair value. Our determination of fair value of share-based awards is affected by our stock price 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 S20

1. Nature of Operations and Summary of Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2017
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 S21

1. Nature of Operations and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2017
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 S22

1. Nature of Operations and Summary of Significant Accounting Policies: Earnings Per Share (Policies)	12 Months Ended
	Dec. 31, 2017
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 8,760,000 and 8,075,000, respectively, shares excluded as they were anti-dilutive at December 31, 2017 and 2016.

1. Nature of Operations and S23

1. Nature of Operations and Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2017
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: Schedule of Assumptions Used (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Assumptions Used	Risk-free interest rate 1.55% Expected term 3 years Volatility 154% Dividend yield - Fair value $ 0.33

6. Share-based Compensation_ 25

6. Share-based Compensation: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Stockholders' Equity Note, Warrants or Rights	Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at December 31, 2015 8,000,000 $ 0.35 $ 0.00 Granted 75,000 0.75 - Expired/Cancelled - - - Exercised - - - Outstanding and exercisable at December 31, 2016 8,075,000 $ 0.35 $ 0.00 Granted 935,000 0.41 0.33 Expired/Cancelled - - - Exercised (250,000) 0.01 - Outstanding and exercisable at December 31, 2017 8,760,000 $ 0.37 $ 0.33

6. Share-based Compensation_ Wa

6. Share-based Compensation: Warrants Outstanding Exercise Price Range Table Text Block (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Warrants Outstanding Exercise Price Range Table Text Block	Exercise price range Number of options outstanding Weighted-average exercise price Weighted-average remaining life $0.10 3,000,000 $ 0.10 2.6 years $0.40 375,000 0.40 4.2 years $0.50 5,000,000 0.50 2.6 years $0.75 385,000 0.75 2.5 years 8,760,000 $ 0.37 2.8 years

7. Income Taxes_ Schedule of De

7. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	2017 2016 Deferred tax assets: Capitalized start-up costs 447,336 233,755 Deferred tax asset 447,336 233,755 Valuation allowance (447,336) (233,755) Net deferred tax assets $ – $ –

7. Income Taxes_ Schedule of Ef

7. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	2017 2016 Federal income taxes at statutory rate 34.0 % 34.0 % State income taxes at statutory rate 3.0 % 3.0 % Valuation allowance (37.0) % (37.0) % Effective tax rate 0.0 % 0.0 %

1. Nature of Operations and S29

1. Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Details)	12 Months Ended
	Dec. 31, 2017
Details
Entity Incorporation, State Country Name	Colorado
Entity Incorporation, Date of Incorporation	Mar. 11, 2015

1. Nature of Operations and S30

1. Nature of Operations and Summary of Significant Accounting Policies: Research and Development Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Research and development	$ 171,078	$ 444,007

1. Nature of Operations and S31

1. Nature of Operations and Summary of Significant Accounting Policies: Earnings Per Share (Details) - shares	3 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2017
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,075,000	8,760,000

2. Going Concern (Details)

2. Going Concern (Details) - USD ($)	34 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash	$ 20,191	$ 13,191
Total Stockholders' Deficit	292,377	39,410
Accumulated deficit	1,403,928	$ 687,515
Private Placement
Sale of Stock, Consideration Received on Transaction	$ 591,502

3. Related Party Transactions (

3. Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Jul. 31, 2017	Dec. 31, 2016
Note payable, related party	$ 60,000		$ 25,000
Accrued interest, related party	2,203		197
Chief Executive Officer
Note payable, related party	$ 25,000	$ 18,000
Accounts Payable, Interest-bearing, Interest Rate	6.00%	6.00%
Accrued interest, related party	$ 1,697		$ 197
Corporate Secretary
Reimbursement Revenue	$ 4,800

4. Stockholders' Equity (Detail

4. Stockholders' Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
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	34,252,632	33,427,632
Private Placement
Stock Issued During Period, Value, New Issues	$ 224,000
Stock Issued During Period, Shares, New Issues	560,000
Sale of Stock, Price Per Share	$ 0.40
Private Placement | Warrant
Common Stock, Capital Shares Reserved for Future Issuance	310,000

5. Commitments and Contingenc35

5. Commitments and Contingencies (Details)

1 Months Ended

12 Months Ended

Mar. 31, 2018shares

Sep. 30, 2017USD ($)

Apr. 30, 2017USD ($)

Mar. 31, 2017USD ($)$ / sharesshares

May 31, 2016USD ($)

Jan. 31, 2016USD ($)

Jan. 31, 2016CAD ($)

Dec. 31, 2017USD ($)

Dec. 31, 2016USD ($)

Aug. 31, 2016shares

Mar. 31, 2016USD ($)shares

Jan. 30, 2016USD ($)

Jan. 02, 2016

Percentage of Royalty

3.00%

Royalty Expense

$ 5,000

Research and development

$ 171,078

$ 444,007

Accrued Salaries, Current

187,500

Officers' Compensation

$ 5,000

Testosterone Replacement Therapy | Milestone One

Milestone Payments

5,000

Testosterone Replacement Therapy | Milestone Two

Milestone Payments

25,000

Testosterone Replacement Therapy | Milestone Three

Milestone Payments

50,000

Testosterone Replacement Therapy | Milestone Four

Milestone Payments

100,000

Testosterone Replacement Therapy | Milestone Five

Milestone Payments

300,000

Alzheimer Disease | Milestone One

Milestone Payments

5,000

Alzheimer Disease | Milestone Two

Milestone Payments

50,000

Alzheimer Disease | Milestone Three

Milestone Payments

$ 200,000

Series A financing

Percentage of Issued and Outstanding Shares Issued As Milestone Payments

5.00%

Common Stock Shares Issued for Milestone Payment | shares

1,652,632

McGill

Shares, Issued | shares

300,000

Equity Method Investment, Ownership Percentage

5.00%

Research Agreement

Amount Payable Under Agreement

$ 130,000

$ 130,000

Research and development

$ 55,000

$ 20,000

Research Agreement | Transaction One

Research and development

$ 65,000

Research Agreement | Transaction Two

Research and development

$ 65,000

Employment Agreements | Chief Executive Officer

Salaries, Wages and Officers' Compensation

$ 150,000

Additional Capital to be Raised as Target

$ 750,000

Warrants Issued | shares

250,000

Investment Warrants, Exercise Price | $ / shares

$ 0.40

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 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 | shares

500,000

Investment Warrants, Exercise Price | $ / shares

$ 0.40

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares

250,000

250,000

6. Share-based Compensation (De

6. Share-based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2017
Share-based compensation	$ 224,446	$ 0
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_ 37

6. Share-based Compensation: Schedule of Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2017$ / shares
Details
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.55%
Expected Term	3 years
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_ 38

6. Share-based Compensation: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	8,760,000	8,075,000	8,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.37	$ 0.35	$ 0.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value	$ 0.33	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	935,000	75,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.41	$ 0.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.33
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised	(250,000)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 0.01

7. Income Taxes_ Schedule of 39

7. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Capitalized Start-Up Costs	$ 447,336	$ 233,755
Deferred Tax Assets, Gross	447,336	233,755
Deferred Tax Assets, Valuation Allowance	$ (447,336)	$ (233,755)

7. Income Taxes_ Schedule of 40

7. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Federal Income Taxes at Statutory Tax Rate	34.00%	34.00%
State Income Taxes at Statutory Tax Rate	3.00%	3.00%
Statutory Tax Rate Valuation Allowance	(37.00%)	(37.00%)
Effective Tax Rate	0.00%	0.00%