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, 2018

[   ] 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)

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 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 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]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]   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 11, 2018

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

37,563,125 shares of $0.001 par value common stock on May 11, 2018

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	12
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4	CONTROLS AND PROCEDURES	15

PART II	OTHER INFORMATION	15
ITEM 1	LEGAL PROCEEDINGS	15
ITEM 1A	RISK FACTORS	15
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4	MINE SAFETY DISCLOSURE	16
ITEM 5	OTHER INFORMATION	16
ITEM 6	EXHIBITS	16
SIGNATURES		17

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

NU-MED PLUS, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2018

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 accompanying notes, and with the historical financial information of the Company.

2

Nu-Med Plus, Inc.

Financial Statements

(Unaudited)

Table of Contents

	Page No.
Condensed Balance Sheets at March 31, 2018 (unaudited) and December 31, 2017	4
Condensed Statements of Operations (unaudited) for the three months ended March 31, 2018 and 2017	5
Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2018 and 2017	6
Notes to the Condensed Financial Statements	7

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NU-MED PLUS, INC.

Condensed Balance Sheets

			March 31,	December 31,
			2018 (unaudited)	2017
ASSETS
Current assets
	Cash		$           275,420	$         351,043
	Prepaid expense		6,667	9,167
		Total current assets	282,087	360,210
Long-term assets
	Property and equipment, net		42,924	46,509
		Total long-term assets	42,924	46,509
		Total assets	$           325,011	$         406,719
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
	Accounts payable		$                3,632	$                     -
	Accounts payable – related party		6,000	4,000
	Accrued Expense		88,425	84,411
	Equipment loan – current portion		9,399	9,399
	Convertible Promissory Notes – Related party		230,100	230,100
		Total current liabilities	337,556	327,910
Long-term liabilities
Equipment loan – long-term portion			8,479	10,567
Total liabilities			346,035	338,477
Commitments and contingencies			-	-
Stockholders' equity (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; 37,563,125 and 37,563,125 shares issued and outstanding, as of March 31, 2018 and December 31, 2017, respectively.		37,564	37,564
	Additional paid-in capital		3,728,836	3,728,836
	Stock subscription payable		864,625	806,405
	Accumulated deficit		(4,652,049)	(4,504,563)
		Total stockholders' equity (deficit)	(21,024)	68,242
		Total liabilities and stockholders' equity (deficit)	$          325,011	$         406,719

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,  2018	Three months ended March 31, 2017
Revenue			$                 -		$                  -
Operating expenses
	General and administrative expense		21,864		19,944
	Payroll expense		11,475		11,486
	Rent expense		4,454		4,114
	Professional/consulting fees		101,185		32,395
	Depreciation expense		3,585		1,787
		Total operating expenses	142,563		69,726
		Operating Loss	(142,563)		(69,726)
Other income/expense
	Amortization of debt discount		-		(21,508)
	Interest expense, net		(4,958)		(3,903)
	Interest income		35		-
	Gain (loss) on derivative		-		(2,632,571)
	Gain on extinguishment of  debt		-		6,716,358
		Total other income (expense)	(4,923)		4,058,376
	Income tax expense		-		-
		Net income (loss)	$      (147,486)		$ 3,988,650
	Basic earnings  per share		$        (0.00)		$         0.11
	Weighted average common shares outstanding - basic		37,563,125		37,241,744
	Diluted earnings per share		$       (0.00)		$         0.05
	Weighted average common shares outstanding - diluted		37,563,125		75,341,244

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, 2018	March 31, 2017
Cash flows from operating activities:
	Net income (loss)		$ (147,486)	$  3,988,650
	Adjustment to reconcile net income (loss) to net cash used in operating activities:
		Depreciation and amortization	3,585	1,787
		Gain on debt extinguishment	-	(6,716,358)
		Subscriptions payable for services performed	50,000	7,500
		Amortization of debt discount	-	21,508
		(Gain) on derivative liability	-	2,632,571
		Changes in operating assets and liabilities:
		(Increase) decrease in prepaid expenses	2,500	(10,906)
		(Decrease) increase in accounts payable	5,632	(5,065)
		Increase (decrease)  in accrued expense	4,014	6,410
		Net cash used in operating activities	(81,755)	(73,903)
Cash flows from investing activities:
		Net cash used in investing activities	-	-
Cash flows from financing activities
	Proceeds from stock subscriptions		8,220	406,500
	Payments on equipment loan		(2,088)	-
	Payments on convertible notes payable		-	(27,500)
		Net cash provided by financing activities	6,132	379,000
		Net increase (decrease) in cash	(75,623)	305,097
Cash at beginning of period			351,043	12,450
Cash at end of period			$   275,420	$    315,547
Supplemental schedule of cash flow information
	Cash paid for interest		$         941	$                -
	Cash paid for income taxes		$              -	$                -

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, 2018

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Nu-Med Plus, Inc. is an emerging growth early stage medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. The Company's immediate focus is on a nitric oxide powder formulation that is 99% pure-with a one year shelf life, a "hospital" generator device with controls, plus built-in safety monitors, that delivers inhaled nitric oxide to replace expensive pressurized canisters, a compact mobile rechargeable device to deliver inhaled nitric oxide gas and a nitric oxide clinical unit, along with research into the application of nitric oxide in wound healing. The Company is incorporated in Utah.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Interim Financial Statement Presentation

The accompanying unaudited financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission.  The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2017 financial statements.  Operating results for the three-months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

b. Revenue Recognition

The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured.

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. Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including convertible notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.  ASC

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

815, Derivatives and Hedging, which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date.  ASC 815 also requires that changes in the derivatives’ fair value be recognized in earnings.

e. 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). These tiers include:

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.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is observable.

All cash, accounts receivable, 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.

f. 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.  

g. Property and Equipment

Fixed assets are 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.

h. 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 as follows:

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. During the periods ended March 31, 2018 and March 31, 2017 there were 0 and 38,099,500 common stock equivalents from outstanding convertible notes included in the calculation.  As of March 31, 2018 there were 31,560,500 of potentially dilutive shares related to convertible notes and 3,357,300 potentially dilutive shares related to subscription payables that needed to be considered as common stock

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equivalents.  The common stock equivalents were excluded from the calculation of diluted earnings per share because the effect these common stock equivalents would have been anti-dilutive as of March 31, 2018.

Earnings per share are shown, both basic and diluted, on the statement of operations.

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. Equity Instruments Issued for Non-Cash Items

In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued.

k. Recent Accounting Pronouncements

Public law No. 115-97, known as the Tax Cuts and Jobs Act “the “Tax Act”). Enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018.  Also on December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act.  SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting.  Any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined.  As the Company has net operating loss carryforwards which will offset tax liability for the coming year or years, no adjustments for the effect of the income tax rate change is reflected in our financial statements.

In February 2018, the Financial Standards Accounting Board (“FASB”) issued Accounting Statement Update No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”  This ASU allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for certain income tax effects stranded in AOCI as a result of the Tax Act.  The reclassification eliminates the stranded tax effects resulting from the Tax Act and is intended to improve the usefulness of information reported to financial statement users.  ASU No. 2018-02 is effective for reporting periods beginning on January 1, 2019; early adoption is permitted. The Company does not currently have amounts to be reclassified under this and therefore believes it will not have an impact on its financial statements and statements of operations.

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 3 - GOING CONCERN

The Company acknowledges that the funds on hand as of March 31, 2018, 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

9

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 August 31, 2018. 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 4 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation consisted of the following at March 31, 2018, and December 31, 2017:

	March 31, 2018	December 31, 2017
Equipment	$                   85,343	$                      85,343
Accumulated depreciation	(42,419)	(38,834)
Total Fixed Assets	$                    42,924	$                      46,509

Depreciation expense for the three months ended March 31, 2018 and 2017 was $3,585 and $1,787, respectively.

NOTE 5 - 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, 2018.

NOTE 6 - COMMON STOCK

As of March 31, 2018 the Company has a subscription payable of $864,625, for which they have the obligation to issue 3,357,300 shares of restricted common stock.  Of the share obligation, 3,013,550 are to be issued to satisfy proceeds from stock subscription agreements and 343,750 are to be issued for services.

In February 2017, the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder (the “buyer”), under which the buyer may purchase up to $700,000 in shares of common stock at $0.25 per share. We have received $693,605 under this agreement as of the close of the subscription window on February 1, 2018, and the corresponding 2,774,420 shares subscribed have yet to be issued as of the date of this report.

In September 2017, the Company entered into another stock purchase agreement with the buyer, under which the buyer may purchase up to $400,000 in shares of common stock at $0.25 per share.  If the buyer purchases the maximum allowed under the agreement, 1,600,000 shares of common stock would be issued in fulfillment of the Company’s obligation under the agreement. As of March 31, 2018, we have received $68,220 under this agreement. The buyer may subscribe the remaining $331,780, for up to 1,327,120 shares, under this agreement until September 1, 2018. The 272,880 shares already subscribed have yet to be issued as of the date of this report.

On February 14, 2018 the Company announced that the consulting agreement with 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. An expense of $50,000 was recorded for the three month period ended March 31, 2018, which represents the fair value of the stock vested during that reporting period.  As of the date of this report no stock has been issued under this agreement.

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NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

$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, 2018 and December 31, 2017 interest accrued, but unpaid, was $32,985 and $31,629, 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 conversion price.  The balance of this note was $130,100 at March 31, 2018 and December 31, 2017 with accrued interest balances of $52,519 and $49,953, respectively.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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. Obligations under this lease are as follows:

	2018	2019	2020
Office lease	$    4,890	$               -	$                   -

In 2017 the Company also entered into a 24 month lease for a nitric oxide analyzer, with a monthly payment of $1,014 per month.  

Obligations under the equipment lease are as follows:

	2018	2019	2020
Equipment lease	$    9,125	4,056	$                   -

The lease is a capital lease, with the option to purchase at the end of the lease term.  The Company plans to exercise the purchase option under the lease, whereby 70% of the lease payments will be applied toward the purchase price of the equipment.

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 Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).  Under SAB 104, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.

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. Our immediate focus is on the creation of a nitric oxide formulation, a hospital and clinical inhaled nitric oxide (“NO”) generator 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-reactive diluent gas to provide a 1 to 500 ppm source of high purity nitric oxide for investigational applications.

13

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2018, we had assets of $325,011 with current assets of $282,087 and liabilities of $346,035. Our current assets consisted primarily of cash in the amount of $275,420 and prepaid expenses in the amount of $6,667.  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 $400,000 of restricted common stock at a price of $0.25 per share.  During the three-month period ended March 31, 2018, we accepted $8,220 under this agreement.  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, 2018 and March 31, 2017, we had no revenues and operating expenses of $142,563 and $69,726, respectively.  For the three months ended March 31, 2018 we had other expenses of $4,923.  For the three months ended March 31, 2017, we had net income of $3,988,650 resulting primarily from the recognition of a non-cash $2,632,571 loss on derivative and a $6,716,358 gain on extinguishment of debt.  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 $400,000 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 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

14

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-15€ 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, not 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, 2018, 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.

ITEM 1A.  Risk Factors

Not applicable

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

Recent Sales of Unregistered Securities

None.

15

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, 2018, 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**

101.CAL

 XBRL Calculation**

101.DEF

 XBRL Definition**

101.LAB

XBRL Label**

101.PRE

XBRL Presentation**

16

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 11, 2018

By:  /s/ Jeffrey L. Robins

Jeffrey L. Robins, CEO, Principal Executive

May 11, 2018

By: /s/Keith L. Merrell

Keith L. Merrell, CFO/Principal Accounting

Officer

17

EX-31.1

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: 05/11/2018                           Signature:/s/Jeffrey L. Robins

                                                         Jeffrey L. Robins

                                                         CEO and Principal Executive Officer

EX-31.2

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: 05/11/2018                           Signature:/s/Keith Merrell

                                                          Keith Merrell

                                                          CFO and Principal Financial Officer

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, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), We, Jeffrey L. Robins, our Chief Executive Officer and Principal Executive Officer and Keith Merrell, our Chief Financial Officer and 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: 05/11/2018                             /s/Jeffrey L. Robins

                                                           Jeffrey L. Robins

                                                           CEO and Principal Executive Officer

Dated: 05/11/2018                            /s/Keith L. Merrell

                                                          Keith L. Merrell

                                                          CFO and Principal Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 11, 2018
Document and Entity Information:
Entity Registrant Name	Nu-Med Plus, Inc.
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Entity Central Index Key	0001543637
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		37,563,125
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	numd

XML

Nu-Med Plus, Inc. Condensed Balance Sheets (unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash	$ 275,420	$ 351,043
Prepaid expense	6,667	9,167
Total current assets	282,087	360,210
Long-term assets
Property and equipment, net	42,924	46,509
Total long-term assets	42,924	46,509
Total assets	325,011	406,719
Current liabilities
Accounts payable	3,632	0
Accounts payable - related party	6,000	4,000
Accrued Expense	88,425	84,411
Equipment loan - current portion	9,399	9,399
Convertible Promissory Notes - Related party	230,100	230,100
Total current liabilities	337,556	327,910
Long-term liabilities
Equipment loan - long-term portion	8,479	10,567
Total liabilities	346,035	338,477
Commitments and contingencies
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; 37,563,125 and 37,563,125 shares issued and outstanding, as of March 31, 2018 and December 31, 2017, respectively.	37,564	37,564
Additional paid-in capital	3,728,836	3,728,836
Stock subscription payable	864,625	806,405
Accumulated deficit	(4,652,049)	(4,504,563)
Total stockholders' equity (deficit)	(21,024)	68,242
Total liabilities and stockholders' equity (deficit)	$ 325,011	$ 406,719

XML

Nu-Med Plus, Inc. Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position
Preferred stock authorized	10,000,000	10,000,000
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock authorized	90,000,000	90,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock issued	37,563,125	37,563,125
Common stock outstanding	37,563,125	37,563,125

XML

Nu-Med Plus, Inc. Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement
Revenue	$ 0	$ 0
Operating expenses
General and administrative expense	21,864	19,944
Payroll expense	11,475	11,486
Rent expense	4,454	4,114
Professional and consulting fees	101,185	32,395
Depreciation expense	3,585	1,787
Total operating expenses	142,563	69,726
Operating Loss	(142,563)	(69,726)
Other income (expense)
Amortization of debt discount	0	21,508
Interest expense, net	(4,958)	(3,903)
Interest income	35	0
Gain (loss) on derivative	0	(2,632,571)
Gain on extinguishment of debt	0	(6,716,358)
Total other income (expense)	(4,923)	4,058,376
Income tax expense	0	0
Net income (loss)	$ (147,486)	$ 3,988,650
Basic earnings per share	$ (0.00)	$ 0.11
Weighted average common shares outstanding - basic	37,563,125	37,241,744
Diluted earnings per share	$ (0.00)	$ 0.05
Weighted average common shares outstanding - diluted	37,563,125	75,341,244

XML

Nu-Med Plus, Inc. Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ (147,486)	$ 3,988,650
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	3,585	1,787
Gain on extinguishment of debt	0	(6,716,358)
Subscriptions payable for services performed	50,000	7,500
Amortization of debt discount	0	21,508
(Gain) loss on derivative liability feature	0	2,632,571
(Increase) decrease in prepaid expenses	2,500	(10,906)
(Decrease) increase in accounts payable	5,632	(5,065)
Increase (decrease) in accrued expense	4,014	6,410
Net cash used in operating activities	(81,755)	(73,903)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from stock subscriptions	8,220	406,500
Payments on equipment loan	(2,088)	0
Payments on convertible notes payable	0	(27,500)
Net cash provided by financing activities	6,132	379,000
Net increase (decrease) in cash	(75,623)	305,097
Cash at beginning of period	351,043	12,450
Cash at end of period	275,420	315,547
Supplemental schedule of cash flow information
Cash paid for interest	941	0
Cash paid for income taxes	$ 0	$ 0

XML

Organization and Description of Business

3 Months Ended

Mar. 31, 2018

Notes

Organization and Description of Business

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Nu-Med Plus, Inc. is an emerging growth early stage medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. The Company's immediate focus is on a nitric oxide powder formulation that is 99% pure-with a one year shelf life, a "hospital" generator device with controls, plus built-in safety monitors, that delivers inhaled nitric oxide to replace expensive pressurized canisters, a compact mobile rechargeable device to deliver inhaled nitric oxide gas and a nitric oxide clinical unit, along with research into the application of nitric oxide in wound healing. The Company is incorporated in Utah.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Interim Financial Statement Presentation

The accompanying unaudited financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission.  The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2017 financial statements.  Operating results for the three-months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

b. Revenue Recognition

The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured.

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. Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including convertible notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.  ASC 815, Derivatives and Hedging, which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date.  ASC 815 also requires that changes in the derivatives’ fair value be recognized in earnings.

e. 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). These tiers include:

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.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is observable.

All cash, accounts receivable, 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.

f. 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.  

g. Property and Equipment

Fixed assets are 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.

h. 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 as follows:

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. During the periods ended March 31, 2018 and March 31, 2017 there were 0 and 38,099,500 common stock equivalents from outstanding convertible notes included in the calculation.  As of March 31, 2018 there were 31,560,500 of potentially dilutive shares related to convertible notes and 3,357,300 potentially dilutive shares related to subscription payables that needed to be considered as common stock equivalents.  The common stock equivalents were excluded from the calculation of diluted earnings per share because the effect these common stock equivalents would have been anti-dilutive as of March 31, 2018.

Earnings per share are shown, both basic and diluted, on the statement of operations.

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. Equity Instruments Issued for Non-Cash Items

In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued.

k. Recent Accounting Pronouncements

Public law No. 115-97, known as the Tax Cuts and Jobs Act “the “Tax Act”). Enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018.  Also on December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act.  SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting.  Any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined.  As the Company has net operating loss carryforwards which will offset tax liability for the coming year or years, no adjustments for the effect of the income tax rate change is reflected in our financial statements.

In February 2018, the Financial Standards Accounting Board (“FASB”) issued Accounting Statement Update No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”  This ASU allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for certain income tax effects stranded in AOCI as a result of the Tax Act.  The reclassification eliminates the stranded tax effects resulting from the Tax Act and is intended to improve the usefulness of information reported to financial statement users.  ASU No. 2018-02 is effective for reporting periods beginning on January 1, 2019; early adoption is permitted. The Company does not currently have amounts to be reclassified under this and therefore believes it will not have an impact on its financial statements and statements of operations.

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 3 - GOING CONCERN

The Company acknowledges that the funds on hand as of March 31, 2018, 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 August 31, 2018.  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

Property and Equipment

3 Months Ended

Mar. 31, 2018

Notes

Property and Equipment

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation consisted of the following at March 31, 2018, and December 31, 2017:

	March 31, 2018	December 31, 2017
Equipment	$                   85,343	$                      85,343
Accumulated depreciation	(42,419)	(38,834)
Total Fixed Assets	$                    42,924	46,509

Depreciation expense for the three months ended March 31, 2018 and 2017 was $3,585 and $1,787, respectively.

XML

Preferred and Common Stock

3 Months Ended

Mar. 31, 2018

Notes

Preferred and Common Stock

NOTE 5 - 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, 2018.

NOTE 6 - COMMON STOCK

As of March 31, 2018 the Company has a subscription payable of $864,625, for which they have the obligation to issue 3,357,300 shares of restricted common stock.  Of the share obligation, 3,013,550 are to be issued to satisfy proceeds from stock subscription agreements and 343,750 are to be issued for services.

In February 2017, the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder (the “buyer”), under which the buyer may purchase up to $700,000 in shares of common stock at $0.25 per share. We have received $693,605 under this agreement as of the close of the subscription window on February 1, 2018, and the corresponding 2,774,420 shares subscribed have yet to be issued as of the date of this report.

In September 2017, the Company entered into another stock purchase agreement with the buyer, under which the buyer may purchase up to $400,000 in shares of common stock at $0.25 per share.  If the buyer purchases the maximum allowed under the agreement, 1,600,000 shares of common stock would be issued in fulfillment of the Company’s obligation under the agreement. As of March 31, 2018, we have received $68,220 under this agreement.  The buyer may subscribe the remaining $331,780, for up to 1,327,120 shares, under this agreement until September 1, 2018.  The 272,880 shares already subscribed have yet to be issued as of the date of this report.

On February 14, 2018 the Company announced that the consulting agreement with 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.  An expense of $50,000 was recorded for the three month period ended March 31, 2018, which represents the fair value of the stock vested during that reporting period.  As of the date of this report no stock has been issued under this agreement.

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Convertible Notes and Derivative Liability

3 Months Ended

Mar. 31, 2018

Notes

Convertible Notes and Derivative Liability

NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

$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, 2018 and December 31, 2017 interest accrued, but unpaid, was $32,985 and $31,629, 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 conversion price.  The balance of this note was $130,100 at March 31, 2018 and December 31, 2017 with accrued interest balances of $52,519 and $49,953, respectively.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Notes

Commitments and Contingencies

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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. Obligations under this lease are as follows:

	2018	2019	2020
Office lease	$    4,890	$               0	$                   0

In 2017 the Company also entered into a 24 month lease for a nitric oxide analyzer, with a monthly payment of $1,014 per month. 

Obligations under the equipment lease are as follows:

	2018	2019	2020
Equipment lease	$    9,125	4,056	$                 0

The lease is a capital lease, with the option to purchase at the end of the lease term.  The Company plans to exercise the purchase option under the lease, whereby 70% of the lease payments will be applied toward the purchase price of the equipment.

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Subsequent Events

3 Months Ended

Mar. 31, 2018

Notes

Subsequent Events

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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Organization and Description of Business (Policies)

3 Months Ended

Mar. 31, 2018

Policies

Accounting Method

a. Basis of Interim Financial Statement Presentation

The accompanying unaudited financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission.  The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2017 financial statements.  Operating results for the three-months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

Revenue Recognition

b. Revenue Recognition

The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured.

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.

Derivative Financial Instruments

d. Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including convertible notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.  ASC 815, Derivatives and Hedging, which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date.  ASC 815 also requires that changes in the derivatives’ fair value be recognized in earnings.

Fair Value

e. 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). These tiers include:

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.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is observable.

All cash, accounts receivable, 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.

Cash and Cash Equivalents

f. 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.  

Property and equipment

g. Property and Equipment

Fixed assets are 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.

Earnings Per Share

h. 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 as follows:

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. During the periods ended March 31, 2018 and March 31, 2017 there were 0 and 38,099,500 common stock equivalents from outstanding convertible notes included in the calculation.  As of March 31, 2018 there were 31,560,500 of potentially dilutive shares related to convertible notes and 3,357,300 potentially dilutive shares related to subscription payables that needed to be considered as common stock equivalents.  The common stock equivalents were excluded from the calculation of diluted earnings per share because the effect these common stock equivalents would have been anti-dilutive as of March 31, 2018.

Earnings per share are shown, both basic and diluted, on the statement of operations.

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. Equity Instruments Issued for Non-Cash Items

In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued.

New Accounting Pronouncements

k. Recent Accounting Pronouncements

Public law No. 115-97, known as the Tax Cuts and Jobs Act “the “Tax Act”). Enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018.  Also on December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act.  SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting.  Any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined.  As the Company has net operating loss carryforwards which will offset tax liability for the coming year or years, no adjustments for the effect of the income tax rate change is reflected in our financial statements.

In February 2018, the Financial Standards Accounting Board (“FASB”) issued Accounting Statement Update No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”  This ASU allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for certain income tax effects stranded in AOCI as a result of the Tax Act.  The reclassification eliminates the stranded tax effects resulting from the Tax Act and is intended to improve the usefulness of information reported to financial statement users.  ASU No. 2018-02 is effective for reporting periods beginning on January 1, 2019; early adoption is permitted. The Company does not currently have amounts to be reclassified under this and therefore believes it will not have an impact on its financial statements and statements of operations.

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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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Property, Plant and Equipment

	March 31, 2018	December 31, 2017
Equipment	$                   85,343	$                      85,343
Accumulated depreciation	(42,419)	(38,834)
Total Fixed Assets	$                    42,924	46,509

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2018

Tables/Schedules

Schedule of Future Minimum Lease Payments for Capital Leases

	2018	2019	2020
Office lease	$    4,890	$               0	$                   0

Equipment lease

	2018	2019	2020
Equipment lease	$    9,125	4,056	$                 0

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Organization and Description of Business (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Details
Outstanding common stock equivalents	0	38,099,500
Convertible Notes Dilutive Shares	31,560,500
Stock Issued During Period, Shares, Period Increase (Decrease)	3,357,300

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Going Concern (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)
Details
Planned expenditures	$ 1,200,000

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Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Details
Property, Plant and Equipment, Gross	$ 85,343		$ 85,343
Accumulated Depreciation	(42,419)		(38,834)
Property and equipment, net	42,924		$ 46,509
Depreciation expense	$ 3,585	$ 1,787

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Preferred and Common Stock (Details) - USD ($)	1 Months Ended			3 Months Ended
	Feb. 28, 2018	Sep. 30, 2017	Feb. 28, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Sep. 02, 2017
Details
Preferred stock authorized				10,000,000		10,000,000
Preferred stock par value				$ 0.001		$ 0.001
Common Stock, Shares Subscribed but Unissued				864,625
Stock Issued During Period, Shares, Period Increase (Decrease)				3,357,300
Stock Subscriptions at $0.25				3,013,550
Stock Issued During Period, Shares, Issued for Services				343,750
Stock Issued During Period, Value, New Issues			$ 700,000
Fair Value Assumptions, Exercise Price				$ 0.25			$ 0.25
Proceeds from stock subscriptions	$ 693,605			$ 8,220	$ 406,500
Total stock subscription shares	2,774,420	272,880
400,000 Stock Subscription Amount				$ 400,000
400,000 Stock Subscription Shares				1,600,000
400,000 Amount Used From Subscription				$ 68,220
Remaining Subscription Under $400,000 Stock Purchase Agreement				$ 331,780
Remaining Shares Under $400,000 Stock Purchase Agreement				1,327,120
Merrell stock compensation				2,000,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures				500,000
Subscriptions payable for services performed				$ 50,000	$ 7,500

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Convertible Notes and Derivative Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Nov. 12, 2012
Details
SCS convertible promissory note principal	$ 32,985	$ 31,629	$ 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	$ 52,519	$ 49,953

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Commitments and Contingencies (Details) - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2018	May 31, 2018
Details
monthly office lease payment	$ 950	$ 978
Capital Leases, Future Minimum Payments, Next Rolling Twelve Months	4,890
monthly equipment lease payment	1,014
Other Commitments, Future Minimum Payments, Remainder of Fiscal Year	9,125
Other Commitment, Due in Second Year	$ 4,056