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NUMD Nu-Med Plus

Filed: 14 Nov 21, 7:00pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

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

incorporation or organization)

(IRS Employer Identification No.)

 

 

 

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)

 

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 ☒ 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 ☒

Smaller reporting company ☒

 

Emerging growth company ☒

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 ☒

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, 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 ☒ No ☐


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 November 15, 2021

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

79,348,469 shares of $0.001 par value common stock on November 15, 2021


TABLE OF CONTENTS

 

 

PART IFINANCIAL INFORMATION

2

ITEM 1FINANCIAL STATEMENTS

2

ITEM 2MANAGEMENT’S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
15
ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK18
ITEM 4CONTROLS AND PROCEDURES18
  
PART IIOTHER INFORMATION19
  
ITEM 1LEGAL PROCEEDINGS19
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS19
ITEM 3DEFAULTS UPON SENIOR SECURITIES19
ITEM 4MINE SAFETY DISCLOSURE19
ITEM 5OTHER INFORMATION19
ITEM 6EXHIBITS19
  
SIGNATURES20

 

1


Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

 

NU-MED PLUS, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

September 30, 2021

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 Form 10-K for the period ended December 31, 2020, accompanying notes, and with the historical financial information of the Company. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.

2


NU-MED PLUS, INC.

Financial Statements

(Unaudited)

Table of Contents

 

 

Page No.

 

Condensed Balance Sheets at September 30, 2021 (unaudited) and December 31, 2020

4

 

Condensed Statements of Operations for the three and nine months ended
September 30, 2021 and 2020 (unaudited)

5

 

Condensed Statements of Stockholders’ Deficit for the three and nine months
ended September 30, 2021 and 2020 (unaudited)

6 - 7

 

Condensed Statements of Cash Flows for the nine months ended
September 30, 2021 and 2020 (unaudited)

8

 

Notes to the Condensed Financial Statements

9

 

3


NU-MED PLUS, INC.

Condensed Balance Sheets

September 30, 2021

(unaudited)

December 31,

2020

ASSETS

Current assets

Cash

$

31,840

$

188,506

Prepaid expense

2,833

349,017

Total current assets

34,673

537,523

Long-term Assets

Property and equipment, net

4,916

11,631

Operating lease right-of-use of assets

11,647

7,981

Total long-term assets

16,563

19,612

Total assets

$

51,236

$

557,135

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

Accounts payable

$

18,544

$

26,048

Accounts payable – related party

20,000

20,000

Accrued expense

71,062

26,019

Operating lease liability

11,647

7,981

Total current liabilities

121,253

80,048

Long-term liabilities

Note payable

0-

9,384

Total liabilities

121,253

89,432

Commitments and contingencies

0-

0-

Stockholders' deficit

Preferred stock; $0.001 par value; 10,000,000 authorized; 0 shares issued and outstanding, respectively.

0-

0-

Common stock; $0.001 par value; 90,000,000 authorized; 79,348,469 and 51,028,469 shares issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively.

79,349

51,029

Additional paid-in capital

9,307,587

8,431,593

Stock subscription payable

0-

724,314

Accumulated deficit

(9,456,953)

(8,739,233)

Total stockholders' deficit

(70,017)

467,703

Total liabilities and stockholders' deficit

$

51,236

$

557,135

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

4


NU-MED PLUS, INC.

Condensed Statements of Operations

(Unaudited)

Three months ended

September 30, 2021

Three months ended

September 30, 2020

Nine months ended

September 30, 2021

Nine months ended

September 30, 2020

Revenue

$

0-

$

0-

$

0-

$

0-

 

Operating expenses

General and administrative expense

6,947

13,708

20,717

51,694

Payroll expense

65,486

67,465

202,458

638,797

Rent expense

6,285

4,689

18,814

14,068

Professional and consulting fees

36,999

360,848

478,400

789,814

Depreciation expense

2,649

3,048

6,715

9,144

Total operating expenses

118,366

449,758

727,104

1,503,517

 

Operating Loss

(118,366)

(449,758)

(727,104)

(1,503,517)

 

 

Other income (expense)

Interest expense

0-

(4,066)

0-

(12,108)

Gain on forgiveness of PPP loan

0-

0-

9,384

0-

Total other income (expense)

0-

(4,066)

9,384

(12,108)

 

Net loss before income tax

(118,366)

(453,824)

(717,720)

(1,515,625)

 

Income tax expense

0-

0-

0-

0-

 

Net loss

$

(118,366)

$

(453,824)

$

(717,720)

$

(1,515,625)

 

 

Basic and diluted loss per share

$

(0.00)

$

(0.01)

$

(0.01)

$

(0.03)

 

Weighted average common shares outstanding – basic and diluted

79,348,469

50,263,252

79,324,733

48,454,879

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

5


NU-MED PLUS, INC.

Statements of Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2021

(Unaudited)

Preferred Stock

Common Stock

Additional Paid-In

Stock Subscription

Accumulated

Shares

Amount

Shares

Amount

Capital

Payable

Deficit

Total

Balance, January 1, 2021

-

$

0-

51,028,469

$

51,029

$

8,431,593

$

724,314

$

(8,739,233)

$

467,703

Common stock issued for cash

-

-

120,000

120

29,880

-

-

30,000

Stock-based compensation

-

-

-

-

50,000

-

-

50,000

Common stock issued under subscription agreements

-

-

28,200,000

28,200

696,114

(724,314)

-

-

Net loss for the three months ended March 31, 2021

-

-

-

-

0-

-

(356,748)

(356,748)

Balance, March 31, 2021

-

$

0-

79,348,469

$

79,349

$

9,207,587

$

-

$

(9,095,981)

$

190,955

Stock-based compensation

-

-

-

-

50,000

-

-

50,000

Net loss for the three months ended June 30, 2021

-

-

-

-

0-

-

(242,606)

(242,606)

Balance, June 30, 2021

-

$

0-

79,348,469

$

79,349

$

9,257,587

$

-

$

(9,338,587)

$

(1,651)

Stock-based compensation

-

-

-

-

50,000

-

-

50,000

Net loss for the three months ended September 30, 2021

-

-

-

-

0-

-

(118,366)

(118,366)

Balance, September 30, 2021

-

$

0-

79,348,469

$

79,349

$

9,307,587

$

-

$

(9,456,953)

$

(70,017)

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

6


NU-MED PLUS, INC.

Statements of Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2020

(Unaudited)

Preferred Stock

Common Stock

Additional Paid-In

Stock Subscription

Accumulated

Shares

Amount

Shares

Amount

Capital

Payable

Deficit

Total

Balance, January 1, 2020

-

$

0-

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-based compensation

-

-

-

-

50,000

-

-

50,000

Net loss for the three months ended March 31, 2020

-

-

-

-

-

-

(153,334)

(153,334)

Balance, March 31, 2020

-

$

0-

44,476,625

$

44,477

$

5,899,784

$

571,980

$

(6,883,568)

$

(367,327)

Cash received for subscription payable

-

-

-

-

-

125,731

-

125,731

Common stock issued for subscription payable

-

-

2,706,844

2,707

674,004

(676,711)

-

-

Stock issued for accrued interest on convertible note

-

-

1,000,000

1,000

9,000

-

-

10,000

Stock issued for prepaid  services

-

-

1,400,000

1,400

939,100

-

-

940,500

Stock-based compensation

-

-

645,000

645

610,505

-

-

611,150

Net loss for the three months ended June 30, 2020

-

-

-

-

-

-

(908,467)

(908,467)

Balance, June 30, 2020

-

$

0-

50,228,469

$

50,229

$

8,132,393

$

21,000

$

(7,792,035)

$

411,587

Cash received for subscription payable

-

-

-

-

-

126,412

-

126,412

Stock payable for services

-

-

-

-

-

50,000

-

50,000

Stock-based compensation

-

-

-

-

87,500

-

-

87,500

Net loss for the three months ended September 30, 2020

-

-

-

-

-

-

(453,824)

(453,824)

Balance, September 30, 2020

-

$

0-

50,228,469

$

50,229

$

8,219,893

$

197,412

$

(8,245,889)

$

221,675

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

7


Nu-Med Plus, Inc.

Condensed Statements of Cash Flows

(Unaudited)

Nine months

ended September 30,

2021

Nine months

ended September 30,

2020

Cash flows from operating activities:

Net loss

$

(717,720)

$

(1,515,625)

Adjustment to reconcile net loss to net cash used in operating activities:

Depreciation

6,715

9,144

Gain on forgiveness of PPP loan

(9,384)

0-

Amortization of prepaid consulting

0-

356,807

Amortization of right of use asset

7,981

9,355

Stock issued for services performed

150,000

798,650

Changes in operating assets and liabilities:

Prepaid expenses

346,184

(2,235)

Operating lease liability

(7,981)

(9,355)

Accounts payable

(7,504)

(9,707)

Accounts payable-related party

0-

5,915

Accrued expense

45,043

13,504

Net cash used in operating activities

(186,666)

(343,547)

Cash flows from investing activities:

Net cash used in investing activities

0-

0-

Cash flows from financing activities

Proceeds from stock subscriptions

0-

358,582

Proceeds from notes payable

0-

9,384

Proceeds from issuance of common stock

30,000

0-

Net cash provided by financing activities

30,000

367,966

Net change in cash

(156,666)

24,419

Cash at beginning of period

188,506

7,079

Cash at end of period

$

31,840

$

31,498

Supplemental schedule of cash flow information

Cash paid for interest

$

0-

$

0-

Cash paid for income tax

$

0-

$

0-

Non-Cash Investing and Financing Activities

Common stock issued for subscription payable

$

724,314

$

676,711

Right-of-use operating lease assets obtained for operating lease liabilities

$

11,647

$

11,934

Conversion of accrued interest for common stock

$

0-

$

10,000

Common stock issued for prepaid consulting

$

0-

$

940,500

Supplemental schedule of non-cash investing and financing

Common stock issued for services

$

150,000

$

0-

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

8


Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2021

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The recent COVID 19 Pandemic (“the Pandemic”) has had a dramatic effect on our business as well as the business of our contract developers. The wide-ranging effects on the world-wide business market has led to a closure or partial closure of firms we are relying on in our product development. As a result their work on our project has been slowed. While we cannot predict when the influence of the Pandemic will end, we trust businesses will be able to open and expand activities to their former levels and increase following a return to normal operations.

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, 2020 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2021. 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, 2021.

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.

9


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 -0- and 84,000 shares subscribed but unissued in its calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020, respectively.

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 September 30, 2021 and 2020 there were -0- and 34,643,900, respectively, potential dilutive shares that needed to be considered as common share equivalents.

As of September 30, 2021 and 2020 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.

10


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.

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

The Company has reviewed all 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 September 30, 2021, 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 December 31, 2021. 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.

11


NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation consisted of the following at September 30, 2021, and December 31, 2020:

September 30, 2021

December 31, 2020

 

Computer and office

$

90,368

$

90,368

Accumulated depreciation

(85,452)

(78,737)

 

Total Property and Equipment

$

4,916

$

11,631

Depreciation expense for the nine months ended September 30, 2021 and 2020 was $6,715 and $9,144, 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 September 30, 2021.

NOTE 5 – COMMON STOCK

Stock Subscription Payable:

At September 30, 2021 and December 31, 2020, the Company had $-0- and $724,314, respectively, in stock subscriptions payable for which it is obligated to issue -0- and 28,902,684 shares of restricted common stock, respectively, pursuant to separate subscription agreements.

Common Stock Issued for Cash

During the nine months ending September 30, 2021, the Company issued 120,000 shares of restricted common stock for $30,000 to an unrelated investor. During the nine months ending September 30, 2020, the Company issued 200,000 shares of restricted common stock for $50,000 to an unrelated investor.

Common Stock Issued for conversion of liabilities

During the nine months ended September 30, 2020, the Company issued 1,000,000 shares of restricted common stock in exchange for the conversion of $10,000 of accrued interest on notes payable.

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 $150,000 and $150,000 was recorded for the six months ended September 30, 2021 and 2020, respectively. In June 2020 Mr. Merrell was issued an additional 500,000 shares which vested at issuance, resulting in a $435,000 stock-based compensation charge recorded in the nine-month period ended September 30, 2020.

12


Common Stock Issued for Services:

The Company issued no shares of stock for services in the nine months ended September 30, 2021. During the nine months ended September 30, 2020 the Company issued 1,545,000 shares of restricted common stock to consultants for services performed and/or to be performed. The issuances were valued at $1,066,650 and of that amount $940,500 was recorded as prepaid assets. The Company incurred stock-based compensation of $126,125 during the nine-months ended September 30, 2020. As of September 30, 2021, the prepaid amount has been fully amortized.

NOTE 6 – CONVERTIBLE PROMISSORY NOTES – Related Party

In the early days of its operations the Company entered into two interest bearing convertible notes. One note was for $200,000, the other for $130,100, for a combined total of $340,000 plus interest. On March 23, 2021 the Company issued 28,000,000 shares of restricted common stock in full settlement of the notes and all accrued but unpaid interest.

NOTE 7 – NOTE – SBA Loan

$9,384 Promissory Note

The Company applied for and received a $9,384 loan under the Paycheck Protection Program administered by the Small Business Administration. The note bears an annual interest rate of 1% and has a maturity date of May 8, 2022. The terms of the loan provide that an application for forgiveness of the loan amount may be requested if the funds were used for payroll, medical insurance, rent and utilities. Under the terms of the program the Company applied for forgiveness of the total amount due under the note. On May 3, 2021 the Company received a letter advising that their request for forgiveness of all principal and accrued interest was approved.

NOTE 8 – 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. In July 2021 the Company extended the lease agreement through August 31, 2022 at a rate of $1,058 per month.

Amortization of $7,981 was recorded as rent expense in the nine month period ended September 30, 2021, leaving an operating right-of-use asset at September 30, 2021 of $11,647 and an operating lease liability of $11,647. Amortization of $9,355 was recorded as rent expense for the nine month period ended September 30, 2020.

Obligations under this lease are as follows:

2021

2022

2023

Office lease

$

3,174

$

8,464

$

0-

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.

Consulting Agreement

In June 2020, the Company entered into consulting agreements with Roger Gill and Peter Kristensen. Both of the agreements begin June 22, 2020 and run for a period of twelve months, terminating June 30, 2021. Under the terms of the agreements Mr. Gill received 500,000 shares of restricted common stock and Mr. Kristensen received 100,000 shares of restricted stock for their services. The fair-value of the stock was $565,500 and was recorded as a prepaid. The prepaid amount was amortized over the period of the agreement and, at September 30, 2021, there is no remaining balance.

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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 91st day of the agreement. Hanover receives a fee of $3,500 per month, from which fee it pays all of its expenses. In addition, Hanover received 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. As of September 30, 2021 all of the shares to which the Company is obligated under this agreement have been issued and the total value of $375,000 has been fully amortized.

NOTE 9 – 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

 

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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 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 device to deliver nitric oxide gas to offer new and innovative 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 yet 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 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 unit can be operated with a rechargeable battery pack that powers the unit for the full duration of a therapeutic session or an updated design that requires no electrical power for operation. It unit run by electrical power 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

16

 

technology utilizes pure 100% nitric oxide from a pressurized tank source and dilutes it with air or other non-reactive diluent gas to provide a 1 to 500 ppm source of high purity nitric oxide for investigational applications.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At September 30, 2021, we had assets of $51,236 with current assets of $34,673 and liabilities of $121,253. Our current assets consisted primarily of cash in the amount of $31,840 and prepaid expenses in the amount of $2,833. Our working capital at September 30, 2021 was $(86,580). 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. 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 the completion of 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

 

Three Months Ended September 30, 2021

 

For the three months ended September 30, 2021 and September 30, 2020, we had no revenues and operating expenses of $118,366 and $449,758, respectively. The decrease in operating expenses results from a decrease in consulting fees of $323,848. For the three months ended September 30, 2021 we had no other income or expenses. For the three months ended September 30, 2020, we had other expense of $4,066. 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. We do not anticipate any revenue for the foreseeable future as our products are still in the development stage.

 

Nine Months Ended September 30, 2021

 

For the nine months ended September 30, 2021 and 2020 we had no revenues and incurred operating expenses of $727,104 and $1,503,517, respectively. The $776,413 decrease is primarily the result of the stock issued as share based compensation and payroll expense in 2020 and for reduced consulting services, as detailed above. For the nine months ended September 30, 2021 and 2020, we had other income of $9,384 and other expense of $12,108, respectively.

 

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

17

 

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 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 September 30, 2021, 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.

 

18

 

PART II - OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

None.

 

 

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 nine months ended September 30, 2021, 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 DocumentLocation
   
31.1Rule 13a-14(a)/15d-14a(a) Certification – CEOThis filing
   
31.2Rule 13a-14(a)/15d-14a(a) Certification – CFOThis filing

19

 

 

   
32Section 1350 Certification – CEO & CFOThis filing
   
101.INSXBRL Instance** 
   
101.XSDXBRL Schema** 
   
101.CALXBRL Calculation** 
   
101.DEFXBRL Definition** 
   
101.LABXBRL Label** 
   
101.PREXBRL 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)
  
  
November 15, 2021By:  /s/ Jeffrey L. Robins
 Jeffrey L. Robins, CEO, Principal Executive Officer
  
November 15, 2021By: /s/ Keith L. Merrell
 Keith L. Merrell, CFO/Principal Accounting Officer

 

 

20