10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2020

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number 000-54808

NU-MED PLUS, INC.

(Exact name of registrant as specified in its charter)

Utah

45-3672530

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

455 East 500 South, Suite 203, Salt Lake City, Utah    84111

 (Address of principal executive offices)

 (Zip Code)

(801) 746-3570

 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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 past 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 every Interactive Data File required to be submitted 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 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 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   x

Smaller reporting company x

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]   No [X]

Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five Years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

Applicable Only to Corporate Issuers:

Class

Outstanding as of May 14, 2020

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

44,476,625 shares of $0.001 par value common stock on May 14, 2020

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	2
ITEM 1	FINANCIAL STATEMENTS	3
ITEM 2	MANAGEMENT’S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4	CONTROLS AND PROCEDURES	17

PART II	OTHER INFORMATION	17
ITEM 1	LEGAL PROCEEDINGS	17
ITEM 1A	RISK FACTORS	18
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	18
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4	MINE SAFETY DISCLOSURE	18
ITEM 5	OTHER INFORMATION	18
ITEM 6	EXHIBITS	18
SIGNATURES		19

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

NU-MED PLUS, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2020

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.  These financial statements should be read in conjunction with the 10-K for the period ended December 31, 2019, accompanying notes, and with the historical financial information of the Company.

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Nu-Med Plus, Inc.

Financial Statements

(Unaudited)

Table of Contents

	Page No.
Condensed Balance Sheets at March 31, 2020 (unaudited) and December 31, 2019	4
Condensed Statements of Operations (unaudited) for the three months ended March 31, 2020 and 2019	5
Statement of Stockholders’ Deficit for the three months ended March 31, 2020 and 2019	6
Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2020 and 2019	7
Notes to the Condensed Financial Statements	8

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NU-MED PLUS, INC.

Condensed Balance Sheets

			March 31,	December 31,
			2020 (unaudited)	2019
ASSETS
Current assets
	Cash		$             18,328	$            7,079
	Prepaid expense		3,142	6,879
		Total current assets	21,470	13,958
Long-term Assets
	Property and equipment, net		20,377	23,425
	Operating lease right-of-use of assets		5,372	8,396
		Total long-term assets	25,749	31,821
		Total assets	$           47,219	$          45,779
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
	Accounts payable		$            33,593	$           39,820
	Accounts payable – related party		16,000	14,085
	Accrued expense		11,229	9,579
	Accrued interest – related party		118,252	114,231
	Operating lease liability		5,372	8,396
	Convertible promissory notes – related party		230,100	230,100
		Total current liabilities	414,546	416,211
Long-term liabilities
			-	-
Total liabilities			414,546	416,211
Commitments and contingencies			-	-
Stockholders' deficit
	Preferred stock; $0.001 par value; 10,000,000 authorized; no shares issued and outstanding, respectively.		-	-
	Common stock; $0.001 par value; 90,000,000 authorized; 44,476,625 and 44,476,625 shares issued and outstanding, as of March 31, 2020 and December 31, 2019, respectively.		44,477	44,477
	Additional paid-in capital		5,899,784	5,849,784
	Stock subscription payable		571,980	465,541
	Accumulated deficit		(6,883,568)	(6,730,234)
		Total stockholders' deficit	(367,327)	(370,432)
		Total liabilities and stockholders' deficit	$          47,219	$         45,779

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

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Nu-Med Plus, Inc.

Condensed Statements of Operations

(Unaudited)

			Three months ended March 31,  2020	Three months ended March 31, 2019
Revenue			$                 -	$                  -
Operating expenses
	General and administrative expense		8,404	38,517
	Payroll expense		67,475	61,494
	Rent expense		4,689	4,599
	Professional/consulting fees		65,697	315,343
	Depreciation expense		3,048	3,775
		Total operating expenses	149,313	423,728
		Operating Loss	(149,313)	(423,728)
Other income/expense
	Interest expense, net		(4,021)	(4,477)
	Interest income		-	10
		Total other income (expense)	(4,021)	(4,467)
	Income tax expense		-	-
		Net income (loss)	$   (153,334)	$   (428,195)
	Basic and diluted earnings per share		$        (0.00)	$         (0.01)
	Weighted average common shares outstanding - basic and diluted		46,553,585	41,473,042

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

5

NU-MED PLUS, INC.

Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2020 and 2019

	Preferred Stock		Common Stock		Additional Paid-In	Stock Subscription	Accumulated
	Shares	Amount	Shares	Amount	Capital	Payable	Deficit	Total
Balance, January 1, 2020	-	$          -	44,476,625	$   44,477	$ 5,849,784	$   465,541	$  (6,730,234)	$  (370,432)
Cash received for  subscription payable	-	-	-	-	-	106,439	-	106,439
Stock vested for compensation	-	-	-	-	50,000	-	-	50,000
Net loss for the three months  ended March 31, 2020	-	-	-	-	-	-	(153,334)	(153,334)
Balance, March 31, 2020	-	$          -	44,476,625	$44,477	$5,899,784	$571,980	$ (6,883,568)	$  (367,327)

	Preferred Stock		Common Stock		Additional Paid-In	Stock Subscription	Accumulated
	Shares	Amount	Shares	Amount	Capital	Payable	Deficit	Total
Balance, January 1, 2019	-	$          -	41,274,375	$   41,274	$ 4,851,487	$   849,175	$  (5,693,409)	$  48,527
Common Stock issued for subscription payable	-	-	40,000	40	9,960	(10,000)	-	-
Stock issued for cash	-	-	200,000	200	49,800	-	-	50,000
Cash received for  subscription payable	-	-	-	-	-	55,000	-	55,000
Stock vested for compensation	-	-	-	-	50,000	-	-	50,000
Net loss for the three months  ended March 31, 2019	-	-	-	-	-	-	(428,195)	(428,195)
Balance, March 31, 2019	-	$          -	41,514,375	$41,514	$4,961,247	$894,175	$ (6,121,604)	$  (224,668)

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

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Nu-Med Plus, Inc. Condensed Statements of Cash Flows (Unaudited)
			Three months ended	Three months ended
			March 31, 2020	March 31, 2019
Cash flows from operating activities:
	Net loss		$ (153,334)	$ (428,195)
	Adjustment to reconcile net income (loss) to net cash used in operating activities:
		Depreciation and amortization	3,048	3,775
		Amortization of right of use asset	3,024	3,021
		Stock issued for services performed	50,000	50,000
		Changes in operating assets and liabilities:
		(Increase) decrease in prepaid expenses	3,737	125,542
		Increase (decrease) in operating lease liability	(3,024)	(3,021)
		Increase (decrease) in accounts payable	(4,312)	15,266
		Increase (decrease) in accrued expense	5,671	(13,083)
		Net cash used in operating activities	(95,190)	(246,695)
Cash flows from investing activities:
		Net cash used in investing activities	-	-
Cash flows from financing activities
	Proceeds from stock subscriptions		106,439	105,000
	Payments on financing lease		-	(2,542)
		Net cash provided by financing activities	106,439	102,458
		Net increase (decrease) in cash	11,249	(144,237)
Cash at beginning of period			7,079	167,513
Cash at end of period			$   18,328	$    23,276
Supplemental schedule of cash flow information
	Cash paid for interest		$             -	$         494
	Cash paid for income taxes		$             -	$              -
	Non-cash Investing and Financing:
	Common stock issued for subscription payable		$              -	$    10,000

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

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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

March 31, 2020

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Nu-Med Plus, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual consolidated financial statements of Nu-Med Plus, Inc. for the year ended December 31, 2019 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2020. In particular, the Company’s significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020.

b. Revenue Recognition

The Financial Accounting Standards Board (“FSB”) issued new guidance for the recognizing and reporting of revenue in contracts with customers.  The effective date for implementation for public companies is January 1, 2018.

The new guidance established a five-step analysis to be followed when determining the recognition of revenue.

1.

 Identify the contract with a customer.

2.

Identify the performance obligations in the contract.

3.

Determine the transaction price.

4.

Allocate the transaction price to the performance obligations in the contract.

5.

Recognize revenue when, or as, the reporting organization satisfied a performance obligation.

While the Company is an early-stage company with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606.

c. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.  Actual results could differ from those estimates.

d. Cash and Cash Equivalents

The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents.  The cash balance we currently have on deposit is within the limits for which the FDIC insures.

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e. Property and Equipment

Property and equipment is stated at cost.  Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. Expenditures, exceeding $500, for new assets or that increase the useful life of existing assets are capitalized.  Depreciation is computed using the straight-line method.  The lives over which the fixed assets are depreciated are five to seven years.

f. Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements), as follows:

Level 1 - Quoted market prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than level one inputs that are either directly or indirectly observable; and

Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

All cash, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments.  Additionally, we measure certain financial instruments at fair value on a recurring basis.

g. Earnings per Share

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement.  The company included 2,287,920 and 3,572,950 shares subscribed but unissued in its calculation of basic and diluted earnings per share for the three months ended March 31, 2020 and 2019, respectively.

	For the three months ended March 31, 2020	For the three months ended March 31, 2019
Net (loss) earnings (numerator)	$            (153,334)	$             (428,195)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - basic	$                      (0.00)	$                      (0.01)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - diluted	$                     (0.00)	$                    (0.01)

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. As of March 31, 2020 and 2019 there were 34,835,200 and 36,581,072, respectively, potential dilutive shares that needed to be considered as common share equivalents.

As of March 31, 2020 and 2019 the dilutive shares were excluded from the calculation for diluted earnings per share as there was a net loss and their inclusion in the calculation would be anti-dilutive.

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h. Concentrations and Credit Risk - The Company has relied on a small group of investors to fund its operations.  If this group becomes unable or unwilling to provide additional funding, the Company may be unable to remain in business or to execute on its business plan.

i. Income Taxes

Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

j. Stock-based Compensation

The Company, in accordance with ASC 718, Compensation – Stock Compensation, records all share-based payments to employees at the grant-date fair value of the equity instruments issued. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company uses the closing price of the stock, as quoted by NASDAQ, on the date of the grant.  The Company believes this pricing method provides the best estimate of fair the fair value of the consideration given.  Compensation cost is recognized over the requisite service period.

The Company, in accordance with ASC 505, Compensation – Stock Compensation, establishes the value of equity instruments issued to non-employees for goods and services by using the closing price of the stock, as quoted by NASDAQ, on the date of the grant.  The Company believes this method fairly establishes the value of the goods and/or services received.

k.  Leases

The Company accounts for all leases in accordance with ASC 842, Leases, recognizing both assets and liabilities on the balance sheet for the right to use those assets for the lease term and obligations to make the lease payments created by those leases that have terms of greater than twelve months.

l. Recent Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company adopted ASU 2018-07 effective January 1, 2020.  The adoption of ASU 2018-07 will not have a material effect on its condensed financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes/.  ASU 2019-12 removes certain exceptions to the general principles of Topic 740 and also clarifies and

10

amends existing guidance to improve consistent application of Topic 740.  The effective date will be the first quarter of fiscal year 2021 and early adoption is permitted.  Adoption of Topic 740 is not expected to have a material effect on its condensed financial statements.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

NOTE 2 - GOING CONCERN

The Company acknowledges that the funds on hand as of March 31, 2020, will not be sufficient to enable it to execute its business plan and funding through the sale of equity capital and short term related party and other shareholder loans in order to meet the planned expenditures for development, operations, and administrative cost over the next 12 months will be required. Planned expenditures are approximately $1,200,000 for the next twelve months. The Company is currently funded through May 31, 2020. If plans to obtain further financing prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation consisted of the following at March 31, 2020, and December 31, 2019:

	March 31, 2020	December 31, 2019
Computer and office equipment	$                   90,368	$                      90,368
Accumulated depreciation	(69,991)	(66,943)
Total Fixed Assets	$                    20,377	$                      23,425

Depreciation expense for the three months ended March 31, 2020 and 2019 was $3,048 and $3,775, respectively.

NOTE 4 - PREFERRED STOCK

On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize 10,000,000 shares of preferred stock having a par value of $0.001 per share.  No preferred shares are issued or outstanding at March 31, 2020.

NOTE 5 - COMMON STOCK

Stock Subscription Payable:

At March 31, 2020 and December 31, 2019, the Company had $571,980 and $465,541, respectively, in stock subscriptions payable for which it is obligated to issue 2,287,920 and 1,862,164 shares of restricted common stock, respectively, pursuant two separate subscription agreements.

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July 2019 Subscription Agreement

In July 2019, the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $250,000 in shares of common stock at $0.25 per share.  The agreement expires on December 31, 2020.  The Company received $106,439 under this agreement in the three months ended March 31, 2020. At the date of this report no stock has been issued against this agreement. As of March 31, 2019, a total of 90,500 shares of common stock for $22,625 are available to be purchased under this agreement.

2018 Subscription Agreements

In October and December 2018, the Company entered into four stock purchase agreements under which the buyer may purchase up to $10,000, $15,000, $20,000, and $50,000, respectively, in shares of common stock at $0.25 per share.  During the three months ended March 31, 2019, the Company issued 40,000 shares of restricted common stock for $10,000 received during the year ended December 31, 2018 under these agreements. This agreement has expired with no additional shares available for purchase.

Common Stock Issued for Cash

During the three months ending March 31, 2019, the Company issued 200,000 shares of restricted common stock for $50,000 to an unrelated investor.  

Common Stock Issued to Officer:

In February 14, 2018 the Company announced that the consulting agreement with the Chief Financial Officer (Mr. Merrell) was terminated effective December 31, 2017, and that a new agreement was entered into effective January 1, 2018 under which Mr. Merrell would receive 2,000,000 shares of restricted common stock, vesting at 500,000 shares per year, for his service.  The term of the agreement is for one year, which term automatically renews for one-year extensions up to four years unless terminated by either party with 30 days written notice.  The Company issued all 2,000,000 shares to Mr. Merrell on August 20, 2018.  Any common shares not earned during the four-year period are to be returned or cancelled.  A charge will be made each quarter as the shares are earned under the provisions of the agreement until such time as all shares have been earned.  A charge of $50,000 and $50,000 was recorded for the three months ended March 31, 2020 and 2019, respectively.

Common Stock Issued for Services:

In September 2018, the Company issued 650,000 shares of stock to two consultants.  Of these shares, 150,000 were issued under a consulting contract for services rendered and vested upon issue and 500,000 shares of restricted stock were issued to a consultant for services rendered and to be rendered through June 1, 2019.  The common stock was valued at $639,000, of which $432,750 was expensed during the year ended December 31, 2018.  The remaining balance of $206,250 was expensed during the year ended December 31, 2019.

NOTE 6 – CONVERTIBLE POMISSORY NOTES – Related Party

$100,000 Convertible Promissory Note

On November 12, 2012, the Company issued a $100,000 convertible promissory note to SCS, a related party and significant shareholder, as compensation for services provided and to be provided during the period April 1, 2012 through March 31, 2013.  The note is due on demand, bears annual interest at 5.5%, and is convertible into shares of common stock at a conversion price to be agreed upon immediately prior to conversion.  On September 27, 2013, the Company amended the note to include a conversion price which of $0.01 per share for all unpaid principal and interest.  As of March 31, 2020 and December 31, 2019 interest accrued, but unpaid, was $62,343 and $60,953, respectively.

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$130,100 Convertible Promissory Note

Prior to 2015, the Company entered into a convertible promissory note with SCS, a related party and significant shareholder, due on demand, bearing interest at 8% per annum, unsecured and convertible at $0.01 per share, with a price protection provision to a lower conversion price.  The balance of this note was $130,100 at March 31, 2020 and December 31, 2019 with accrued interest balances of $55,188 and $52,557, respectively.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company has obligations under both a financing lease and operating lease, as detailed below.

Operating Lease Obligations

The Company entered into a lease for office space in February 2017 for $950 per month.  In November 2017 the Company signed a six-month extension of the lease with a lease payment of $978 per month. In March 2018 the Company extended the lease agreement through August 31, 2019 at a rate of $1,008 per month.  In July 2019 the Company extended the lease agreement through August 31, 2020 at a rate of $1,038 per month.  

Amortization of $3,024 was recorded as rent expense in the first quarter of 2020, leaving an operating right-of-use asset at March 31, 2020 of $5,372 and an operating lease liability of $5,372.  Amortization of $3,021 was recorded as rent expense for the quarter ended March 31, 2019.

Obligations under this lease are as follows:

	2020	2021	2022
Office lease	$    5,372	$               -	$                   -

Upon the adoption of ASC 842, the calculation of our lease obligation using a discount rate of 8% resulted in an immaterial difference and therefore, no interest will be imputed on the lease obligation.

In 2018, the Company also entered into a 24-month lease for a nitric oxide analyzer, with a monthly payment of $1,014 per month. The final payment under this agreement was made in December 2019.  

Consulting Agreement

On March 15, 2020 the Company entered into a service agreement with Hanover International, Inc. to provide advisory services to the Company.  The contract is a one year contract, but may be cancelled with thirty days notice any time after the 91^st day of the agreement.  Hanover will receive a fee of $3,500 per month, from which fee it pays all of its expenses.  In addition, Hanover will receive 750,000 shares of restricted common stock, earned in quarterly tranches of 187,500 shares, deemed earned and issuable after services are provided for each quarter. No shares of common stock have been issued under the terms of this agreement as of March 31, 2020.

NOTE 8 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no events that require disclosure as of the date of issuance.

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

Special Note Regarding Forward-Looking Statements

Certain statements in this Report constitute “forward-looking statements.”  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. 

The Company’s accounting policies are more fully described in Note 2 of the audited financial statements in our recently filed Form 10-K.  As discussed in Note 2, the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the future events that affect the amounts reported in the financial statements and the accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.  Actual differences could differ from these estimates under different assumptions or conditions.  The Company believes that the following addresses the Company’s most critical accounting policies.

We recognize revenue in accordance with ASC 606, which establishes a five-step analysis to be followed when determining the recognition of revenue.  While the Company is an early-stage company with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606.

Our policy for our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments.  If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required.

We account for income taxes in accordance with the Tax Cuts and Jobs Act and SAB 118.

14

BUSINESS OVERVIEW

NU-MED PLUS, INC., a Utah corporation (“NU-MED” or the “Company”) was incorporated in October 2011 in the state of Utah to develop, manufacture and market new technologies utilizing nitric oxide in the medical device field, primarily through the creation of a nitric oxide generating compound formulation and delivery systems.  To date we have developed a hospital nitric oxide delivery system, a clinical nitric oxide delivery system, a mobile rechargeable device to deliver nitric oxide gas, and a nitric oxide system that can be used for research applications. NU-MED is headquartered in Salt Lake City, Utah.

Business

The mission of NU-MED is to design, develop, and market technologies in the medical device field. Our technologies will focus on market niches in high growth trend areas.  We hope each developed technology will fill a current need in medical procedures by improving upon an existing technology or device, or by designing a device to serve a need that is clearly defined and acknowledged by medical professionals.

NU-MED is a medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. The mission of NU-MED is to design, develop, and market technologies utilizing nitric oxide in the medical device field. Our technologies will focus on market niches in high growth trend areas.  Our products are developed to target a current need in medical procedures by improving upon an existing technology or device or by designing a device to serve a currently unfilled need that is clearly defined and acknowledged by medical professionals. Our focus has been on the creation of a nitric oxide generating formulation, a hospital bedside nitric oxide delivery system, a clinical unit for use in medical clinics and rehabilitation centers and a mobile rechargeable device to deliver nitric oxide gas to offer solutions to hospitals, health systems and the medical community throughout the world.

NU-MED PLUS has focused on the development of five distinct products for the delivery of nitric oxide. NU-MED products have not been fully developed; therefore we have not made any submission for FDA approval under any medical use.

1.

Nitric oxide proprietary formulation.

2. A hospital delivery device with controls and safety monitors built in that delivers inhaled nitric oxide to a patient at therapeutic levels.  This delivery system is intended for hospitals specifically intensive care units. The goal is to have a system that delivers a metered therapeutic dose (up to 40 ppm) of nitric oxide via a ventilator. The core technology allows dilution of nitric oxide to therapeutic levels to be accomplished without the use of injectors or valves. Safeguards such as concentration monitoring, flow and gas purity would be standard.

3.  A clinical delivery unit that is designed for treatment in an office or physician’s clinic. A unit powered by a wall outlet, administration of the nitric oxide would be via cannula or non-rebreather face mask

4. A compact, mobile/portable rechargeable device to deliver inhaled nitric oxide gas.  The portable system necessitates a design which can be deployed where a reliable source of power is not available or is difficult to access. The key feature is a rechargeable battery pack that powers the unit for the full duration of a therapeutic session. It can be recharged using existing electrical sources, a solar array or other alternative energy source. The unit is designed as a low power but fully functional nitric oxide delivery system for inhalation therapy, that can be used as a transport device during the movement of a patient or as a delivery device in those remote areas of the world that do not currently have electrical power readily available.

5. A unit that is one of the world’s first nitric oxide dilution systems designed for research. A patent pending technology utilizes pure 100% nitric oxide from a pressurized tank source and dilutes it with air or other non-

15

reactive diluent gas to provide a 1 to 500 ppm source of high purity nitric oxide for investigational applications.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2020, we had assets of $47,219 with current assets of $21,470 and liabilities of $414,546. Our current assets consisted primarily of cash in the amount of $18,328 and prepaid expenses in the amount of $3,142.  We currently have no revenue and have had to rely on loans from shareholders or sale of our stock to cover expenses. Without additional capital, we will not be able to stay in business and move our business plan forward.  We anticipate, based on our preliminary budgets, that we will need $300,000 in additional financing for the next twelve months to cover our corporate overhead and need an additional $900,000 to cover ongoing product development. Since we will not have a commercial product in the next twelve months, we will have to continue to rely on outside funding to support our operations and product development and testing efforts.  Given the financial state of NU-MED, we will not be able to seek traditional bank financing and have to rely on private stock sales as well as potential loans from investors and shareholders.  At this time, we have a stock subscription agreement under which the investor has the right to purchase up to $250,000 of restricted common stock at a price of $0.25 per share.  During the three-month period ended March 31, 2020 we accepted $106,439 under this agreement and during 2019 accepted $120,936, leaving a balance of $22,625 available for funding.  We cannot estimate the full costs to bring our proposed product to market or the timing of such commercialization.  Given the nature of our product being in the medical field, testing is very expensive and we would need more capital prior to completing the testing phase.  Any refinement or modification of the product after the prototype is developed would also require additional capital.  At this time, we will have to continue to rely on outside capital and a budget that may require adjustment as we move further in the product development phase.

RESULTS OF OPERATIONS

For the three months ended March 31, 2020 and March 31, 2019, we had no revenues and operating expenses of $149,313 and $423,728, respectively.  The reduction in operating expenses results from a decreased use of consultants as we near finalization of the design and production of our first nitric oxide dispensing units, and a reduction of non-cash charges for stock issued to a consultant, which were fully amortized in 2019.  For the three months ended March 31, 2020 we had other expenses of $4,021.  For the three months ended March 31, 2019, we had other expense of $4,467.  We will be dependent on outside capital to support operations for the foreseeable future and at this time do not have any commitments for additional capital beyond the $250,000 stock subscription earlier mentioned.  We do not anticipate any revenue for the foreseeable future as our products are still in the development stage.

Off-Balance Sheet Arrangements.

The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Forward-looking Statements

Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward-looking statements

16

include a wide range of factors that could materially affect future developments and performance, including the following:

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15c or 15d-15e) under the Exchange Act as of the end of the period covered by this report.  Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on that evaluation, as of March 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  

Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

None.

17

ITEM 1A.  Risk Factors

Not applicable

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

Recent Sales of Unregistered Securities

None.

Other Securities Transactions

None.

Use of Proceeds of Registered Securities

None.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the three months ended March 31, 2020, we have not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

ITEM 4.  Mine Safety Disclosure

Not applicable.

ITEM 5.  Other Information.

None.

ITEM 6.  Exhibits

a) Index of Exhibits:

Exhibit Table #

Title of Document

Location

31.1

Rule 13a-14(a)/15d-14a(a) Certification – CEO

This filing

31.2

Rule 13a-14(a)/15d-14a(a) Certification – CFO

This filing

32

Section 1350 Certification – CEO & CFO

This filing

101.INS

 XBRL Instance

101.XSD 

XBRL Schema

18

101.CAL

 XBRL Calculation

101.DEF

 XBRL Definition

101.LAB

XBRL Label

101.PRE

XBRL Presentation

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.

NU-MED PLUS, INC.,

(Registrant)

May 14, 2020

By:  /s/ Jeffrey L. Robins

Jeffrey L. Robins, CEO, Principal Executive Officer

May 14, 2020

By: /s/Keith L. Merrell

Keith L. Merrell, CFO/Principal Accounting Officer

19

EX-31

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Jeffrey L. Robins certify that:

     1.   I have reviewed this Quarterly Report on Form 10-Q of Nu-Med Plus, Inc.;

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

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

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

a)

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

b)

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

c)

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

d)

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

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

a)

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

b)

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

Dated: 05/14/2020                           Signature:/s/Jeffrey L. Robins

                                                         Jeffrey L. Robins

                                                         Chief Executive Officer and Principal Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Keith L. Merrell certify that:

     1.   I have reviewed this Quarterly Report on Form 10-Q of Nu-Med Plus, Inc.;

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

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

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

a)

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

b)

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

c)

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

d)

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

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

a)

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

b)

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

Dated: 05/14/2020                           Signature:/s/Keith L Merrell

                                                          Keith L. Merrell

                                                          Principal Financial Officer and CFO

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nu-Med Plus, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), We, Jeffrey L. Robins, our Chief Executive Officer and Director and Keith L. Merrell, our Chief/Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: 05/14/2020                             /s/Jeffrey L. Robins

                                                           Jeffrey L. Robins

                                                           Chief Executive Officer and Director

Dated: 05/14/2020                            /s/Keith L. Merrell

                                                          Keith L. Merrell

                                                          Principal Financial Officer and CFO

XML

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Tables/Schedules

Property, Plant and Equipment

	March 31, 2020	December 31, 2019
Computer and office equipment	$                   90,368	$                      90,368
Accumulated depreciation	(69,991)	(66,943)
Total Fixed Assets	$                    20,377	$                      23,425

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Notes

Commitments and Contingencies

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company has obligations under both a financing lease and operating lease, as detailed below.

Operating Lease Obligations

The Company entered into a lease for office space in February 2017 for $950 per month.  In November 2017 the Company signed a six-month extension of the lease with a lease payment of $978 per month. In March 2018 the Company extended the lease agreement through August 31, 2019 at a rate of $1,008per month.  In July 2019 the Company extended the lease agreement through August 31, 2020 at a rate of $1,038 per month. 

Amortization of $3,024 was recorded as rent expense in the first quarter of 2020, leaving an operating right-of-use asset at March 31, 2020 of $5,372 and an operating lease liability of $5,372.  Amortization of $3,021 was recorded as rent expense for the quarter ended March 31, 2019.

Obligations under this lease are as follows:

	2020	2021	2022
Office lease	$    5,372	$           -	$                   -

Upon the adoption of ASC 842, the calculation of our lease obligation using a discount rate of 8% resulted in an immaterial difference and therefore, no interest will be imputed on the lease obligation.

In 2018, the Company also entered into a 24-month lease for a nitric oxide analyzer, with a monthly payment of $1,014 per month.  The final payment under this agreement was made in December 2019.

Consulting Agreement

On March 15, 2020 the Company entered into a service agreement with Hanover International, Inc. to provide advisory services to the Company.  The contract is a one year contract, but may be cancelled with thirty days notice any time after the 91^st day of the agreement.  Hanover will receive a fee of $3,500 per month, from which fee it pays all of its expenses.  In addition, Hanover will receive 750,000 shares of restricted common stock, earned in quarterly tranches of 187,500 shares, deemed earned and issuable after services are provided for each quarter. No shares of common stock have been issued under the terms of this agreement as of March 31, 2020.

XML

Document and Entity Information - $ / shares		3 Months Ended
	May 14, 2020	Mar. 31, 2020
Details
Registrant CIK		0001543637
Fiscal Year End		--12-31
Registrant Name		Nu-Med Plus, Inc.
SEC Form		10-Q
Period End date		Mar. 31, 2020
Tax Identification Number (TIN)		45-3672530
Number of common stock shares outstanding	44,476,625
Filer Category		Non-accelerated Filer
Current with reporting		Yes
Interactive Data Current		Yes
Shell Company		false
Small Business		true
Emerging Growth Company		true
Ex Transition Period		false
Entity File Number		000-54808
Entity Incorporation, State or Country Code		UT
Entity Address, Address Line One		455 East 500 South, Suite 203
Entity Address, City or Town		Salt Lake City
Entity Address, State or Province		UT
Entity Address, Postal Zip Code		84111
City Area Code		801
Local Phone Number		746-3570
Entity Listing, Par Value Per Share	$ 0.001
Amendment Flag		false
Document Fiscal Year Focus		2020
Document Fiscal Period Focus		Q1
Document Quarterly Report		true
Document Transition Report		false

XML

Statement of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Other Additional Capital	Retained Earnings	Total
Common Stock issued under subscription		40,000
Proceeds from issuance of common stock	$ 0	$ 40	$ 9,960	$ (10,000)	$ 0	$ 0
Stock issued for cash		200,000				200,000
Stock issued for cash	$ 0	$ 200	49,800	0	0	$ 50,000
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2018	0
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018		41,274,375
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2018	$ 0	$ 41,274	4,851,487	849,175	(5,693,409)	48,527
Stock issued for services performed	0	0	50,000	0	0	50,000
Net income (loss)	0	$ 0	0	0	(428,195)	(428,195)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2019		41,514,375
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2019		$ 41,514	4,961,247	849,175	(6,121,604)	(224,668)
Stock subscription payable - cash	$ 0	$ 0	0	55,000	0	$ 55,000
Common Stock issued under subscription						40,000
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019	0					0
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019		44,476,625				44,476,625
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019	$ 0	$ 44,477	5,849,784	465,541	(6,730,234)	$ (370,432)
Stock issued for services performed	0	0	50,000	0	0	50,000
Net income (loss)	0	$ 0	0	0	(153,334)	$ (153,334)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2020		44,476,625				44,476,625
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2020		$ 44,447	5,899,784	571,980	(6,883,568)	$ (367,327)
Stock subscription payable - cash	$ 0	$ 0	$ 0	$ 106,439	$ 0	$ 106,439

XML

Property and Equipment

3 Months Ended

Mar. 31, 2020

Notes

Property and Equipment

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation consisted of the following at March 31, 2020, and December 31, 2019:

	March 31, 2020	December 31, 2019
Computer and office equipment	$                   90,368	$                      90,368
Accumulated depreciation	(69,991)	(66,943)
Total Fixed Assets	$                    20,377	$                      23,425

Depreciation expense for the three months ended March 31, 2020 and 2019 was $3,048 and $3,775, respectively.

XML

Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Details
Property, Plant and Equipment, Gross	$ 90,368		$ 90,368
Accumulated Depreciation	(69,991)		(66,943)
Property and equipment, net	20,377		$ 23,425
Depreciation expense	$ 3,048	$ 3,775

XML

Preferred and Common Stock (Details) - USD ($)					1 Months Ended	3 Months Ended
	Dec. 31, 2019	Jul. 02, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Mar. 31, 2020	Mar. 31, 2019
Details
Preferred Stock, Shares Authorized	10,000,000					10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001					$ 0.001
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	$ 465,541					$ 571,980
Stock Issued During Period, Shares, Period Increase (Decrease)	1,862,164					2,287,920	3,572,950
250,000 Stock Subscription Amount						$ 250,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price		$ 0.25				$ 0.25
250,000 Amount Used From Subscription			$ 22,625			$ 106,439
Shares Under $250,000 Stock Purchase Agreement		90,500
2018 Stock Subscription Amount 1						10,000
2018 Stock Subscription Amount 2						15,000
2018 Stock Subscription Amount 3						20,000
2018 Stock Subscription Amount 4						$ 50,000
Common Stock issued under subscription						40,000
Common stock issued for subscription payable			$ 10,000	$ 10,000		$ 0	$ 10,000
Stock issued for cash							200,000
Stock issued for cash							$ 50,000
Merrell stock compensation						2,000,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture					650,000	500,000
Stock issued for services performed					$ 639,000	$ 50,000	$ 50,000
Consulting stock compensation 1						150,000
Consulting stock compensation 2						500,000
Consulting expense	$ 206,250			$ 432,750

XML

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Tables/Schedules

Schedule of Future Minimum Lease Payments for Capital Leases

	2020	2021	2022
Office lease	$    5,372	$           -	$                   -

XML

Subsequent Events

3 Months Ended

Mar. 31, 2020

Notes

Subsequent Events

NOTE 8 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no other events that require disclosure as of the date of issuance.

XML

GOING CONCERN

3 Months Ended

Mar. 31, 2020

Notes

GOING CONCERN

NOTE 2 - GOING CONCERN

The Company acknowledges that the funds on hand as of March 31, 2020, will not be sufficient to enable it to execute its business plan and funding through the sale of equity capital and short term related party and other shareholder loans in order to meet the planned expenditures for development, operations, and administrative cost over the next 12 months will be required. Planned expenditures are approximately $1,200,000 for the next twelve months. The Company is currently funded through May 31, 2020. If plans to obtain further financing prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern.

XML

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Details
Revenue	$ 0	$ 0
Operating expenses
General and administrative expense	8,404	38,517
Payroll expense	67,475	61,494
Rent expense	4,689	4,599
Professional and consulting fees	65,697	315,343
Depreciation expense	3,048	3,775
Total operating expenses	149,313	423,728
Operating Loss	(149,313)	(423,728)
Other income/expense
Interest expense	(4,021)	(4,477)
Interest income	0	10
Total other income/expense	(4,021)	(4,467)
Income tax expense	0	0
Net income (loss)	$ (153,334)	$ (428,195)
Basic and diluted earnings per share	$ (0.00)	$ (0.01)
Weighted average common shares outstanding - basic and diluted	46,553,585	41,473,042

XML

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended	14 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	May 31, 2018	Jun. 30, 2019	Aug. 31, 2020	Dec. 31, 2019
Details
monthly office lease payment	$ 950		$ 978	$ 1,008	$ 1,038
Amortization of right of use asset	3,024	$ 3,021
Operating lease right-of-use of assets	5,372					$ 8,396
Operating lease liability	5,372					$ 8,396
Capital Leases, Future Minimum Payments Due, Next Twelve Months	5,372
monthly equipment lease payment	1,014
Hanover compensation monthly payment	$ 3,500
Hanover total compensation shares	750,000
Hanover tranche compensation shares	187,500

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Condensed Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 18,328	$ 7,079
Prepaid expense	3,142	6,879
Total current assets	21,470	13,958
Long-term assets
Property and equipment, net	20,377	23,425
Operating lease right-of-use of assets	5,372	8,396
Total long-term assets	25,749	31,821
Total assets	47,219	45,779
Current liabilities
Accounts payable	33,593	39,820
Accounts payable - related party	16,000	14,085
Accrued expenses	11,229	9,579
Accrued interest - related party	118,252	114,231
Operating lease liability	5,372	8,396
Convertible Promissory Notes - Related party	230,100	230,100
Total current liabilities	414,546	416,211
Long-term liabilities	0	0
Total liabilities	414,546	416,211
Commitments and contingencies	0	0
Stockholders' equity (deficit)
Preferred stock; $0.001 par value; 10,000,000 authorized; no shares issued and outstanding, respectively.	0	0
Common stock; $0.001 par value; 90,000,000 authorized; 44,476,625 and 44,476,625 shares issued and outstanding, as of March 31, 2020 and December 31, 2019, respectively.	44,477	44,477
Additional paid-in capital	5,899,784	5,849,784
Stock subscription payable	571,980	465,541
Accumulated deficit	(6,883,568)	(6,730,234)
Total stockholders' deficit	(367,327)	(370,432)
Total liabilities and stockholders' deficit	$ 47,219	$ 45,779

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Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (153,334)	$ (428,195)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	3,048	3,775
Amortization of right of use asset	3,024	3,021
Stock issued for services performed	50,000	50,000
(Increase) decrease in prepaid expenses	3,737	125,542
(Increase) decrease in operating lease liability	(3,024)	(3,021)
Increase (decrease) in accounts payable	(4,312)	15,266
Increase (decrease) in accrued expense	5,671	(13,083)
Net cash used in operating activities	(95,190)	(246,695)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from stock subscriptions payable	106,439	105,000
Payments on financing lease	0	(2,542)
Net cash provided by financing activities	106,439	102,458
Net increase (decrease) in cash	11,249	(144,237)
Cash at beginning of period	7,079	167,513
Cash at end of period	18,328	23,276
Supplemental schedule of cash flow information
Cash paid for interest	0	494
Cash paid for income tax	0	0
Common stock issued for subscription payable	$ 0	$ 10,000

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Organization and Description of Business (Tables)

3 Months Ended

Mar. 31, 2020

Tables/Schedules

Schedule of Earnings Per Share, Basic and Diluted

	Three months ended March 31, 2020	Three months ended March 31, 2019
Net (loss) earnings (numerator)	$(153,334)	$(428,195)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - basic	$(0.00)	$(0.01)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - diluted	$(0.00)	$(0.01)

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Convertible Notes and Derivative Liability

3 Months Ended

Mar. 31, 2020

Notes

Convertible Notes and Derivative Liability

NOTE 6 – CONVERTIBLE POMISSORY NOTES – Related Party

$100,000 Convertible Promissory Note

On November 12, 2012, the Company issued a $100,000 convertible promissory note to SCS, a related party and significant shareholder, as compensation for services provided during the period April 1, 2012 through March 31, 2013.  The note is due on demand, had an annual interest of 5.5%, and is convertible into shares of common stock at a conversion price to be agreed upon immediately prior to conversion.  On September 27, 2013, the Company amended the note to include a conversion price which of $0.01 per share for all unpaid principal and interest.  As of March 31, 2020 and December 31, 2019 interest accrued, but unpaid, was $62,343 and $60,953, respectively.

$130,100 Convertible Promissory Note

Prior to 2015, the Company entered into a convertible promissory note with SCS, a related party and significant shareholder, due on demand, bearing interest at 8% per annum, unsecured and convertible at $0.01 per share, with a price protection provision to a lower convertsion price.  The balance of this note was $130,100 at March 31, 2020 and December 31, 2019 with the accrued interest balances of $55,188 and $52,557, respectively.

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GOING CONCERN (Details)	3 Months Ended
	Mar. 31, 2020 USD ($)
Details
Planned expenditures	$ 1,200,000

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Condensed Balance Sheets - Parenthetical - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
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 or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	90,000,000	90,000,000
Common Stock, Shares, Issued	44,476,625	44,476,625
Common Stock, Shares, Outstanding	44,476,625	44,476,625

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Organization and Description of Business

3 Months Ended

Mar. 31, 2020

Notes

Organization and Description of Business

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Nu-Med Plus, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual consolidated financial statements of Nu-Med Plus, Inc. for the year ended December 31, 2019 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2020. In particular, the Company’s significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020.

b. Revenue Recognition

The Financial Accounting Standards Board (“FSB”) issued new guidance for the recognizing and reporting of revenue in contracts with customers.  The effective date for implementation for public companies is January 1, 2018.

The new guidance established a five-step analysis to be followed when determining the recognition of revenue.

1.        Identify the contract with a customer.

2.       Identify the performance obligations in the contract.

3.       Determine the transaction price.

4.       Allocate the transaction price to the performance obligations in the contract.

5.       Recognize revenue when, or as, the reporting organization satisfied a performance obligation.

While the Company is an early-stage company with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606.

c. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.  Actual results could differ from those estimates.

d. Cash and Cash Equivalents

The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents.  The cash balance we currently have on deposit is within the limits for which the FDIC insures.

e. Property and Equipment

Property and equipment is stated at cost.  Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. Expenditures, exceeding $500, for new assets or that increase the useful life of existing assets are capitalized.  Depreciation is computed using the straight-line method.  The lives over which the fixed assets are depreciated are five to seven years.

f. Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements), as follows:

Level 1 - Quoted market prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than level one inputs that are either directly or indirectly observable; and

Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

All cash, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments.  Additionally, we measure certain financial instruments at fair value on a recurring basis.

g. Earnings per Share

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement.  The company included 2,287,920 and 3,572,950 shares subscribed but unissued in its calculation of basic and diluted earnings per share for the three months ended March 31, 2020 and 2019, respectively.

	Three months ended March 31, 2020	Three months ended March 31, 2019
Net (loss) earnings (numerator)	$(153,334)	$(428,195)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - basic	$(0.00)	$(0.01)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - diluted	$(0.00)	$(0.01)

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. As of March 31, 2020 and 2019 there were 34,835,200 and 36,581,072, respectively, potential dilutive shares that needed to be considered as common share equivalents.

As of March 31, 2020 and 2019 the dilutive shares were excluded from the calculation for diluted earnings per share as there was a net loss and their inclusion in the calculation would be anti-dilutive.

h. Concentrations and Credit Risk - The Company has relied on a small group of investors to fund its operations.  If this group becomes unable or unwilling to provide additional funding, the Company may be unable to remain in business or to execute on its business plan.

i. Income Taxes

Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

j. Stock-based Compensation

The Company, in accordance with ASC 718, Compensation – Stock Compensation, records all share-based payments to employees at the grant-date fair value of the equity instruments issued. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company uses the closing price of the stock, as quoted by NASDAQ, on the date of the grant.  The Company believes this pricing method provides the best estimate of fair the fair value of the consideration given.  Compensation cost is recognized over the requisite service period.

The Company, in accordance with ASC 505, Compensation – Stock Compensation, establishes the value of equity instruments issued to non-employees for goods and services by using the closing price of the stock, as quoted by NASDAQ, on the date of the grant.  The Company believes this method fairly establishes the value of the goods and/or services received.

k.  Leases

The Company accounts for all leases in accordance with ASC 842, Leases, recognizing both assets and liabilities on the balance sheet for the right to use those assets for the lease term and obligations to make the lease payments created by those leases that have terms of greater than twelve months.

l. Recent Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company adopted ASU 2018-07 effective January 1, 2020.  The adoption of ASU 2018-07 will not have a material effect on its condensed financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes/.  ASU 2019-12 removes certain exceptions to the general principles of Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740.  The effective date will be the first quarter of fiscal year 2021 and early adoption is permitted.  Adoption of Topic 740 is not expected to have a material effect on its condensed financial statements.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

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Organization and Description of Business (Details) - USD ($)		3 Months Ended
	Dec. 31, 2019	Mar. 31, 2020	Mar. 31, 2019
Details
Stock Issued During Period, Shares, Period Increase (Decrease)	1,862,164	2,287,920	3,572,950
Net Income (Loss) Available to Common Stockholders, Basic		$ (153,334)	$ (428,195)
Weighted Average Number of Shares Outstanding, Basic		46,553,585	41,473,042
Earnings Per Share, Basic		$ (0.00)	$ (0.01)
Earnings Per Share, Diluted		$ (0.00)	$ (0.01)
Dilutive Shares		34,835,200	36,581,072

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Organization and Description of Business (Policies)

3 Months Ended

Mar. 31, 2020

Policies

Accounting Method

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Nu-Med Plus, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual consolidated financial statements of Nu-Med Plus, Inc. for the year ended December 31, 2019 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2020. In particular, the Company’s significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020.

Revenue Recognition

b. Revenue Recognition

The Financial Accounting Standards Board (“FSB”) issued new guidance for the recognizing and reporting of revenue in contracts with customers.  The effective date for implementation for public companies is January 1, 2018.

The new guidance established a five-step analysis to be followed when determining the recognition of revenue.

1.        Identify the contract with a customer.

2.       Identify the performance obligations in the contract.

3.       Determine the transaction price.

4.       Allocate the transaction price to the performance obligations in the contract.

5.       Recognize revenue when, or as, the reporting organization satisfied a performance obligation.

While the Company is an early-stage company with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606.

Estimates

c. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.  Actual results could differ from those estimates.

Cash and Cash Equivalents

d. Cash and Cash Equivalents

The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents.  The cash balance we currently have on deposit is within the limits for which the FDIC insures.

Property and equipment

e. Property and Equipment

Property and equipment is stated at cost.  Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. Expenditures, exceeding $500, for new assets or that increase the useful life of existing assets are capitalized.  Depreciation is computed using the straight-line method.  The lives over which the fixed assets are depreciated are five to seven years.

Fair Value

f. Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements), as follows:

Level 1 - Quoted market prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than level one inputs that are either directly or indirectly observable; and

Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

All cash, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments.  Additionally, we measure certain financial instruments at fair value on a recurring basis.

Earnings Per Share

g. Earnings per Share

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement.  The company included 2,287,920 and 3,572,950 shares subscribed but unissued in its calculation of basic and diluted earnings per share for the three months ended March 31, 2020 and 2019, respectively.

	Three months ended March 31, 2020	Three months ended March 31, 2019
Net (loss) earnings (numerator)	$(153,334)	$(428,195)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - basic	$(0.00)	$(0.01)
Shares (denominator)	46,553,585	41,473,042
Net earnings per share amount - diluted	$(0.00)	$(0.01)

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. As of March 31, 2020 and 2019 there were 34,835,200 and 36,581,072, respectively, potential dilutive shares that needed to be considered as common share equivalents.

As of March 31, 2020 and 2019 the dilutive shares were excluded from the calculation for diluted earnings per share as there was a net loss and their inclusion in the calculation would be anti-dilutive.

Concentration and Credit Risk

h. Concentrations and Credit Risk - The Company has relied on a small group of investors to fund its operations.  If this group becomes unable or unwilling to provide additional funding, the Company may be unable to remain in business or to execute on its business plan.

Income Taxes

i. Income Taxes

Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Equity Instruments Issued For Non-cash Items

j. Stock-based Compensation

The Company, in accordance with ASC 718, Compensation – Stock Compensation, records all share-based payments to employees at the grant-date fair value of the equity instruments issued. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company uses the closing price of the stock, as quoted by NASDAQ, on the date of the grant.  The Company believes this pricing method provides the best estimate of fair the fair value of the consideration given.  Compensation cost is recognized over the requisite service period.

The Company, in accordance with ASC 505, Compensation – Stock Compensation, establishes the value of equity instruments issued to non-employees for goods and services by using the closing price of the stock, as quoted by NASDAQ, on the date of the grant.  The Company believes this method fairly establishes the value of the goods and/or services received.

Leases

k.  Leases

The Company accounts for all leases in accordance with ASC 842, Leases, recognizing both assets and liabilities on the balance sheet for the right to use those assets for the lease term and obligations to make the lease payments created by those leases that have terms of greater than twelve months.

New Accounting Pronouncements

l. Recent Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company adopted ASU 2018-07 effective January 1, 2020.  The adoption of ASU 2018-07 will not have a material effect on its condensed financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes/.  ASU 2019-12 removes certain exceptions to the general principles of Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740.  The effective date will be the first quarter of fiscal year 2021 and early adoption is permitted.  Adoption of Topic 740 is not expected to have a material effect on its condensed financial statements.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

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Preferred and Common Stock

3 Months Ended

Mar. 31, 2020

Notes

Preferred and Common Stock

NOTE 4 - PREFERRED STOCK

On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize 10,000,000 shares of preferred stock having a par value of $0.001 per share. No preferred shares are issued or outstanding at March 31, 2020.

NOTE 5 - COMMON STOCK

Stock Subscription Payable

At March 31, 2020 and December 31, 2019, the Company had $571,980 and $465,541, respectively, in stock subscriptions payable for which it is obligated to issue 2,287,920 and 1,862,164 shares of restricted common stock, respectively, pursuant to two separate subscription agreements.

July 2019 Subscription Agreement

In July 2019, the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $250,000 in shares of common stock at $0.25 per share.  The agreement expires on December 31, 2020.  The Company received $106,439 under this agreement during the three months ended March 31, 2020.  At the date of this report no stock has been issued against this agreement.  As of March 31, 2019, a total of 90,500 shares of common stock for $22,625 are available to be purchased under this agreement.

2018 Subscription Agreements

In October and December 2018, the Company entered into four stock purchase agreements under which the buyer may purchase up to $10,000, $15,000, $20,000, and $50,000, respectively, in shares of common stock at $0.25 per share.  During the three months ended March 31, 2019, the Company issued 40,000 shares of restricted common stock for $10,000 received during the year ended December 31, 2018 under these agreements. This agreement has expired with no additional shares available for purchase.

Common Stock Issued for Cash

During the three months ending March 31, 2019, the Company issued 200,000 shares of restricted common stock for $50,000 to an unrelated investor. 

Common Stock Issued to Officer

On February 14, 2018 the Company announced that the consulting agreement with the Chief Financial Officer (Mr. Merrell) was terminated effective December 31, 2017, and that a new agreement was entered into effective January 1, 2018 under which Mr. Merrell would receive 2,000,000 shares of restricted common stock, vesting at 500,000 shares per year, for his service.  The term of the agreement is for one year, which term automatically renews for one year extensions up to four years unless terminated by either party with 30 days written notice.  The Company issued all 2,000,000 shares to Mr. Merrell on August 20, 2018.  Any common shares not earned during the four year period are to be returned or cancelled.  A charge will be made each quarter as the shares are earned under the provisions of the agreement until such time as all shares have been earned.  A charge of $50,000 and $50,000 were recorded for the three months ended March 31, 2020 and 2019, respectively.

Common Stock Issued for Services

In September 2018, the Company issued 650,000 shares of stock to two consultants.  Of these shares, 150,000 were issued under a consulting contract for services rendered and vested upon issue and 500,000 shares of restricted stock were issued to a consultant for services rendered and to be rendered through June 1, 2019.  The common stock was valued at $639,000, of which $432,750 was expensed during the year ended December 31, 2018.  The remaining balance of $206,250 was expensed during the year ended December 31, 2019.

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Convertible Notes and Derivative Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Nov. 12, 2012
Details
SCS convertible promissory note principal	$ 62,343	$ 60,953	$ 100,000
SCS convertible promissory note interest rate	5.50%
SCS convertible promissory note conversion price	$ 0.01
130,100 convertible promissory note interest rate	8.00%
130,100 convertible promissory note conversion price	$ 0.01
130,100 convertible promissory note principal balace	$ 130,100
130,100 convertible promissory note accrued interest	$ 55,188	$ 52,557