Nu-Med Plus, Inc. - Quarter Report: 2015 June (Form 10-Q)

FORM 10-Q

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

For the quarterly period ended June 30, 2015

[   ] 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 205, 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 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 [X]  No  [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer  ¨ (Do not check if a smaller reporting company)

Smaller reporting company x

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

35,816,444 shares of $0.001 par value common stock on August 10, 2015

TABLE OF CONTENTS

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

NU-MED PLUS, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

June 30, 2015

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.

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Nu-Med Plus, Inc.

Financial Statements

(Unaudited)

Table of Contents

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5

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Nu-Med Plus, Inc.

Notes to the Financial Statements

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 one year shelf life, a "desktop" generator device with controls plus safety monitors built in that delivers inhaled nitric oxide to replace expensive pressurized canisters and a compact mobile rechargeable device to deliver inhaled nitric oxide gas along with research into the application of nitric oxide and wound healing. The Company is incorporated in Utah.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments which are necessary for a fair statement of the results for interim periods have been included.

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. 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.  

e. Fixed Assets

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.

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Nu-Med Plus, Inc.

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

f. 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 year there were no outstanding common stock equivalents. Furthermore, due to the net loss for the year, common stock equivalents would not be included in the calculation of the net loss per common share, as their inclusion would be anti-dilutive.

g. 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.

h. 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.

NOTE 3 - GOING CONCERN

The Company anticipates that the funds on hand as of June 30, 2015, will not be sufficient 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 $275,000 for 2015. The Company is currently funded through August 31, 2015.The Company is in the process of arranging for additional necessary funding and currently retains consultants for that purpose. Management will adjust any salaries and expenditures based on the need for successful continuous operations. 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.

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Nu-Med Plus, Inc.

Notes to the Financial Statements

NOTE 4 - FIXED ASSETS

Fixed assets and related accumulated depreciation consisted of the following at June 30, 2015, and December 31, 2014:

Depreciation expense for the six-months ended June 30, 2015 and 2014, was $3,574 and $3,464, 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 June 30, 2014.

NOTE 6 - COMMON STOCK

On May 23, 2014, the Company issued 350,000 common shares valued at $0.30 per share for a total value of $105,000 to a consultant, as compensation, for future services to be provided from June 1, 2014 through June 1, 2015.

On May 24, 2014, the Company issued 200,000 common shares valued at $0.30 per share for a total value of $60,000 to a consultant, as compensation, for future services to be provided from June 1, 2014 through June 1, 2015.

On July 1, 2014, the Company issued 150,000 common shares valued at $0.30 per share for a total value of $45,000 to a consultant, as compensation, for current and future services to be provided from June 1, 2014 through June 1, 2015.

In April 2015, the Company entered into a stock subscription agreement with an investor for them to purchase up to $30,000 of common stock at a price of $0.30 per share. In April 2015, the company received $30,000 for the Stock Subscription Payable. The Stock Subscription Payable was relieved on April 2, 2015, by the issuance of 100,000 shares of common stock at a value of $0.30 per share.

In April 2015, the Company issued 150,000 common shares valued at $0.30 per share for a total value of $45,000 to a new board member, as compensation, for current and future services to be provided from April 6, 2015, through April 5, 2016.

In April 2015, the Company issued 800,000 common shares valued at $0.30 per share for a total value of $240,000 to a new board member, as compensation, for current services.

In May 2015, the Company entered into an agreement with a consultant wherein it issued 150,000 common shares valued at $0.30 per share for a total value of $45,000, as compensation, for current services. As per the agreement, 90 days after the date of the agreement, the Company will be required to issue an additional 150,000 common shares valued at $0.45 per share for a total value of $67,500.

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Nu-Med Plus, Inc.

Notes to the Financial Statements

NOTE 6 - COMMON STOCK (continued)

The Company was under contract to issue 150,000 common shares valued at $0.30 per share for a total value of $45,000 to a consultant, as compensation, for current and future services to be provided from June 1, 2015 through June 1, 2016. These shares were issued on July 22, 2015.

In May 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $30,000 of common stock at a price of $0.30 per share. In June 2015, the Company received $10,529 for that Stock Subscription Payable. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than July 30, 2015, by the issuance of 35,097 shares of common stock at a value of $0.30 per share.

In May 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $15,000 of common stock at a price of $0.30 per share. In June 2015, the Company received $10,000 for that Stock Subscription Payable. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than August 20, 2015, by the issuance of 50,000 shares of common stock at a value of $0.30 per share.

In June 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $3,000 of common stock at a price of $0.45 per share. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than October 20, 2015, by the issuance of 6,667 shares of common stock at a value of $0.45 per share.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Operating Lease Obligations

The Company leases office space for which it incurred lease payments, on a month to month basis, beginning in February of 2012 for $1,000 per month. The Company also had a one year lease on lab space beginning April 1, 2012 and ending March 31, 2013, with a monthly lease payment of $388. Pursuant to the lease agreement, at the end of one year, the term is month to month at the same rate of $388 per month.

NOTE 8 - RELATED PARTY TRANSACTIONS

Contributed Services

During the six-months ended June 30, 2015 and 2014, the Company officers contributed services to the Company in the amount of $409, and $7,259, respectively. The Company officers received no compensation and have no expectation of compensation for these services, either now or in the future, and waive their rights to any such compensation.  

Compensation of Officers

Its 2012 the Company agreed to compensate its Chief Executive Officer $3,600 per month. Beginning in January 2013 the Company agreed to compensate its CEO $3,550 per month.

In February 2015, the Company began compensating the Vice President of Technology and the Vice President of Scientific Development $2,000 per month for services provided to the Company.

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Nu-Med Plus, Inc.

Notes to the Financial Statements

NOTE 9 - LOAN PAYABLE

The Company received, during the year ended December 31, 2013, proceeds from a loan in the amount of $91,600. The Lender agreed to loan the Company up to $10,000 per month effective September 2012, for up to one year. This loan was memorialized in writing on September 30, 2013. The loan is considered to be a demand note, with a maturity 30 days from the receipt of demand and the holder may not make demand for payment until six month from the date thereof. On June 30, 2015, the Company accrued additional interest on this note, at a rate of 8.0% in the amount of $5,161 for six months. The total loan balance and accrued interest is $130,100 and $23,890 respectively. The note contains a conversion option. The conversion price is one share for each $0.01 of principal and accrued but unpaid interest of the note subject to a beneficial ownership limitation. That limitation prevents the holder from owning more than 4.9% of the number of shares of the common stock outstanding after conversion. If the holder's ownership has not previously been reduced to less than 4.9% of the number of shares outstanding, then the limitation shall be 9.9%.

On September 4, 2013 the Company entered into an agreement with a shareholder wherein shareholder would provide financing to the Company for two months at $25,000 per month. The note is due six months from the date it is presented and surrendered to the Company and bears an interest rate of 8% per annum. In September and October 2013, the Company received two $25,000 loans for a total of $50,000, and on October 28, 2013, the outstanding balance of $50,000 along with accrued interest of $500 was converted into common stock at a value of $0.30 per share.

On November 14, 2012, the Company issued a $100,000 convertible promissory note to a consultant as compensation for services provided and to be provided during the period April, 1, 2012, through March 31, 2013. This 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 the conversion price which is one share for each $0.01 of principle and accrued but unpaid interest of the note. Of the original $100,000, $75,000 had been expensed as part of the professional/consulting fees on the statement of operations during the year ended December 31, 2012, and the remaining $25,000 was expensed ratably using the straight-line method over the last three months in the service period. On June 30, 2015, the Company has accrued additional interest on this note in the amount of $2,727 for the six-months ended June 30, 2015. As of June 30, 2015, the company accrued interest on this note in the total amount of $17,856.

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Nu-Med Plus, Inc.

Notes to the Financial Statements

NOTE 9 - LOAN PAYABLE (continued)

The Company has evaluated these convertible notes under the provisions of ASC Topic 815 and has concluded that neither of the convertible notes contains an embedded derivative requiring bifurcation from the host contract. Therefore, we have accounted for the conversion features of these instruments in accordance with ASC Topic 470. Accordingly, we have recognized the value of beneficial conversion features in these instruments as the difference between the conversion price and the fair value of the Company’s common stock on the date of the transaction.  As a result the Company has recognized debt discounts resulting from these beneficial conversion features amounting to $50,000 and $65,050, respectively, for the November 14, 2012 and September 27, 2013 notes.  The value of these discounts is to be accreted to the loans over the remaining contractual lives of the loans.  Accretion recognized as additional interest expense during the periods ended December 31, 2014 and December 31, 2013 was $30,716 and $84,334, respectively. The ending value of the debt discount as of June 30, 2015, and December 31, 2014, was $0 and $0, respectively.

NOTE 10 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events in accordance with ASC Topic 855 and has determined that there are no reportable subsequent events, other than those below.

In July 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $6,800 of common stock at a price of $0.45 per share. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than August 31, 2015, by the issuance of 15,111 shares of common stock at a value of $0.45 per share.

On July 22, 2015, the Company issued 150,000 common shares valued at $0.30 per share for a total value of $45,000 to a consultant, as compensation, for current and future services to be provided from June 1, 2015 through June 1, 2016.

On July 30, 2015, the Company issued 35,097 common shares valued at $0.30 per share to relieve the Stock Subscription Payable in the amount of $10,529.

On July 20, 2015, the Company issued 150,000 common shares valued at $0.45 per share for a total value of $67,500 to a consultant, as compensation, for current services.

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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 FASC 740-20, “Accounting for Income Taxes”.   Under FASC 740-20, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized.

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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 as an early stage, emerging growth company, to develop, manufacture and market new technologies in the medical device field.  NU-MED’s immediate focus is on the creation of a nitric oxide tablet formulation along with a hospital nitric oxide generator and a mobile rechargeable device to deliver nitric oxide gas. 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 intends to become 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 tablet formulation, a hospital and clinical bedside 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.

The core of the product embodiment is the kinetically controlled release of nitric oxide from a chemical reaction. The mechanical means to deliver a metered dose to a patient is of secondary concern and will be addressed once the nitric oxide generation has been optimized. A research laboratory, completed in July 2012, has been equipped with the appropriate safety measures (negative pressure fume hood), nitric oxide analyzer, and standard lab ware to assess chemical reactions that produce nitric oxide. The initial goal is developing a kinetic control and be able to complete testing to optimize the process. Initial efforts are focusing on a proprietary mixture that will show the requisite parameters for generating nitric oxide in a controlled manner.  Once this stage of development is complete, we will move forward with additional development of the delivery system. The optimization may take an unknown direction that will necessitate changes in the anticipated design of the mechanical delivery apparatus.  Additionally, unforeseen delays, such as obtaining needed chemicals, which we experienced in September and October of 2012, can hamper development timelines.  Management believes it will take some time before a product will be finalized and testing completed.  Until a final product is completed and testing done, no assurance can be given we will be able to complete the product or achieve the costs savings for the patient.

Presently we have filed for 2 patents for our nitric oxide systems and we hope to file additional patents for our products which will help us build a strong IP portfolio and value for our company and our shareholders.  Our two initial preliminary patents cover Gas Generator #62-014866 and a Controlled Delivery of Medical gases using Diffusion Membrane #14529112. Our patent application are still pending and have not been approved.  Our application related to the Gas Generator was a provisional patent and we are in the process of filing the definitive patent application.  No assurance can be given that we will be successful in obtaining patent protection and even if obtained that there will be any value to the patents. We are also pursuing a proprietary protection strategy of our key formulations and methods for further strengthening the overall Intellectual Property portfolio.  We have no trademarks.  We also have no franchises, concessions, royalty agreements or labor contracts.

The gas generator was developed with the hope it could eventually be used in the delivery of inhaled nitric oxide gas to patients. The basis of the gas generator’s gas delivery system is the kinetically controlled release of gas from a chemical reaction which converts our low cost proprietary powder into a highly purified, therapeutic metered dose. Our system is designed for precision and safety of the delivered quantity over the full range of anticipated doses and applications.  We have filed a patent for our portable rechargeable inhaled nitric oxide unit. We have only filed the initial patent application and there is no assurance any patent will be received from such filing.  Additionally, even if we receive the patent, the gas generator would still require extensive study and have to receive FDA approval before it could be used which could take years to receive.

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LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2015, we had assets of $90,821 with current assets of $57,016 and liabilities of $275,749. Our current assets consisted primarily of prepaid expenses in the amount of $46,308 and cash of $10,708.  We currently do not have the cash to pay ongoing expenses 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 $150,000 in additional financing for the next twelve months to cover just our corporate overhead and need another $150,000 to cover ongoing product development. Since we will not have a commercial product in the next twelve months, we will have 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 no commitments from any party to help fund our operations and if we are unable to raise additional capital, we will be force to shut operations until such capital can be raised or go out of business.  We cannot say 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 and six months ended June 30, 2015, we had no revenues and expense associated with our operations of $389,291 and $507,968, respectively.  For the three and six months ended June 30, 2015, we had a net loss of $389,291 and $515,850, respectively, compared to a net loss of $198,302 and $377,289, respectively, for the three and six months ended June 30, 2014.  The increase in net loss was the result of increased professional and consulting expenses as a result of the issuance of shares of our common stock to various consultants for their services.  Professional and consulting fees were $363,936 and $451,796 for the three and six months ended June 30, 2015 and predominately composed of stock issued to consultants.  The professional and consulting fees were an increase from the three and six months ended June 30, 2014 of $160,079 and $299,240, respectively.  Without the cash to pay consultants and with an illiquid market for our shares, we have been forced to pay consultants with shares which may have limited value to the consultant, and as such, the consultants have asked for larger number of shares as compensation than would may have been required to provide if we had a more active trading market for our shares.  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.

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

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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.

NA-Smaller Reporting Company

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our CEO and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and Principal Financial Officer, as appropriate to allow timely decisions regarding 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 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

NU-MED was formed in 2011 and at the time of formation the three founders received 13,000,000 shares of common stock related to the founding and initial funding of NU-MED.  Subsequently in April 2012, NU-MED completed a private placement of its securities under Rule 506 of the rules and regulations promulgated under the

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Securities Act of 1933, and section 4(2) of the Securities Act.  A total of 5,843,500 shares were issued at $0.015 per share to a total of 55 shareholders all of whom were accredited investors.  Additionally, in April 2012, we issued 7,860,512 shares to nine individuals and one corporation for consulting services to be provided during the period April 1, 2012 through April 1, 2016.  The shares were issued under section 4(2) of the Securities Act. Consultants receiving shares included 3,561,942 shares to SCS, Inc. for its services in organizing the business and providing strategic management assistance, 1,000,000 shares to Tom Tait for his assistance with product development, 1,000,000 shares to Kim Boyce for his assistance with business operations and management, 650,000 shares to Mark Christensen for his services related to financial and accounting services, 500,000 shares each to Dave Schenk and David Nelson for their services related to marketing our product and business management. In November 2012, NU-MED entered into written consulting contracts with SCS, Boyce, Tait and Christenson regarding the consulting services being provided and covering the share issuance.  The contracts were not entered into until November 2012 as the NU-MED was focused on operational issues and had to rely on oral commitments from the consultants as the formation issues and operational needs were addressed.  Management believed their knowledge of the consultants provided them with the ability to rely on oral contracts until written agreements could be finalized.  For consultants that were providing limited services and not deemed to be providing key ongoing services to the company, no written contracts were entered due to the costs requirements for legal and the amount of the value of services provided.  All shares were issued at a valuation of $0.015 which tied to the price paid in the private placements. Additional shares were issued to parties for services ranging from administrative/secretarial to filing assistance.  All shares except those issued to SCS, Inc. were to be earned over four years starting in April 2012.  All shares issued to SCS, Inc. are deemed earned over the one year term of SCS consulting contract.  On October 2, 2012, the Company received $1,500 for 100,000 common shares.  The purchaser of the shares had indicated during the private placement they wanted to buy in the private placement but did not return the subscription until later.  The Company elected to go ahead and take the subscription from the individual. On September 2, 2013, the Company issued 3,000,000 common shares valued at $0.015 per share for a total value of $45,000 to a consultant, as compensation, for prior services. On October 28, 2013, the Company issued 168,334 common shares valued at $0.30 per share for a total value of $50,500 in exchange for a $50,000 note payable and for $500 in accrued interest.  In November and December of 2013, the Company received $40,300 for a Stock Subscription Payable, for which common stock is to be issued in 2014, at a value of $0.30 per share.  On January 7, 2014, the Company issued one million eight hundred thousand (1,800,000) shares of its common stock to Smith Corporate Services, Inc. (“SCS”) for its past and ongoing consulting work to the Company.  SCS previously entered into a consulting agreement with the Company in November 2012 which ran for a period of one year.  The Company and SCS have been negotiating a new contract to compensate SCS for its ongoing consulting services to the Company.  During these negotiations, SCS has continued to provide consulting services with the understanding that a new contract would be entered into for another one year period.  Since the Company has limited funds, the Company and SCS agreed the new contract would be for only shares of the Company’s common stock and not contain any cash consideration.  Based on the current lack of a market for the Company’s common stock and long term illiquid nature of the shares, the Company and SCS determined a fair amount of the shares and placed a value on the shares of $0.01 per share in determining the value of the shares to SCS. The shares issued will be restricted and were issued under an exemption from registration under Section 4(2) of the Securities Act.  

The Company received, during the year ended December 31, 2013, additional proceeds from a loan in the amount of $91,600 from SCS. SCS agreed to loan the Company up to $10,000 per month effective September 2012, for up to one year. This loan was memorialized in writing on September 30, 2013. The loan was a demand note, with a maturity 30 days from the receipt of demand and the holder may not make demand for payment until six month from the date thereof. On December 31, 2013, the Company accrued additional interest on this note, at a rate of 8.0% in the amount of $8,321 for the year. At December 31, 2014, the total loan balance and accrued interest is $130,100 and $13,482 respectively. The note contains a conversion option. The conversion price is one share for each $0.01 of principal and accrued but unpaid interest of the note subject to a beneficial ownership limitation. That limitation prevents the holder from owning more than 4.9% of the number of shares of the common stock outstanding after conversion. If the holder's ownership has not previously been reduced to less than 4.9% of the number of shares outstanding, then the limitation shall be 9.9%.

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On September 4, 2013, the Company entered into an agreement with a shareholder wherein shareholder would provide financing to the Company for two months at $25,000 per month. The note was due six months from the date it is presented and surrendered to the Company with an interest rate of 8% per annum. In September and October 2013, the Company received two $25,000 loans for a total of $50,000, and on October 28, 2013, the outstanding balance of $50,000 along with accrued interest of $500 was converted into common stock at a value of $0.30 per share.

On November 14, 2012, the Company issued a $100,000 convertible promissory note to SCS as compensation for services provided and to be provided during the period April, 1, 2012, through March 31, 2013. This 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 the conversion price which is one share for each $0.01 of principle and accrued but unpaid interest of the note. On December 31, 2014, the Company has accrued additional interest on this note in the amount of $5,500 for the year ended December 31, 2013. As of December 31, 2013, the company accrued interest on this note in the total amount of $15,129.

On September 2, 2013, the Company issued 3,000,000 common shares valued at $0.015 per share for a total value of $45,000 to a consultant, Tom Tait, as compensation, for services.

In October 1, 2014, the Company issued eight hundred thousand (800,000) shares of its common stock to SCS for its ongoing consulting work to the Company.  SCS previously entered into a consulting agreement with the Company in November 2012 which ran for a period of one year and an amended consulting agreement on January 7, 2014.  The Company determined it needed additional services from SCS beyond those anticipated at the beginning of 2014. Since the Company has limited funds, the Company and SCS agreed the compensation for the services would be only shares of the Company’s common stock and not contain any cash consideration.  Based on the current lack of a market for the Company’s common stock and long term illiquid nature of the shares, the Company and SCS reached an agreement on the eight hundred thousand (800,000) shares for the compensation.  

In January 2014, the Company issued one million eight hundred thousand (1,800,000) shares of common stock to SCS for ongoing consulting work. In addition to the shares issued to SCS, the Company also entered into an amended consulting agreement with Kim Boyce.  Under Mr. Boyce amended consulting agreement, he will receive an additional two hundred thousand (200,000) shares for providing additional consulting work for the balance of 2014.

In April 2015, the Company entered into stock subscription agreements with two investors for them to purchase up to 100,000 shares of common stock at a price of $0.30 per share for an aggregate of $30,000.

In April 2015, the Company issued 800,000 common shares valued, solely for the purpose of the agreement, at $0.30 per share for a total value of $240,000 to a new board member, as compensation, for current services.

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In April 2015, the Company issued 150,000 common shares valued, solely for the purpose of the agreement, at $0.30 per share for a total value of $45,000 to a consultant, as compensation, for current and future services to be provided from April 6, 2015, through April 5, 2016.

In May 2015, the Company entered into an agreement with a consultant wherein it issued 150,000 common shares valued at $0.30 per share for a total value of $45,000, as compensation, for current services. As per the agreement, 90 days after the date of the agreement, the Company will be required to issue an additional 150,000 common shares valued at $0.45 per share for a total value of $67,500.

In May 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $30,000 of common stock at a price of $0.30 per share. In June 2015, the Company received $10,529 for that Stock Subscription Payable. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than July 30, 2015, by the issuance of 35,097 shares of common stock at a value of $0.30 per share.

In May 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $15,000 of common stock at a price of $0.30 per share. In June 2015, the Company received $10,000 for that Stock Subscription Payable. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than August 20, 2015, by the issuance of 50,000 shares of common stock at a value of $0.30 per share.

In June 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $3,000 of common stock at a price of $0.45 per share. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than October 20, 2015, by the issuance of 6,667 shares of common stock at a value of $0.45 per share.

In July 2015, the Company entered into a stock subscription agreement with an investor for him to purchase up to $6,800 of common stock at a price of $0.45 per share. The Stock Subscription Payable is scheduled, by contract, to be relieved no later than August 31, 2015, by the issuance of 15,111 shares of common stock at a value of $0.45 per share.

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the three months ended June 30, 2015, we have not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3.  Defaults Upon Senior Securities

We are not aware of any defaults upon senior securities.

ITEM 4.  Mine Safety Disclosure

NA- The Company has no mining activities.

ITEM 5.  Other Information.

On November 14, 2012, the Company issued a $100,000 convertible promissory note to SCS as compensation for services provided and to be provided during the period April, 1, 2012, through March 31, 2013. This note is due on demand, bears annual interest at 5.5%, and was 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

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the conversion price which is one share for each $0.01 of principle and accrued but unpaid interest of the note. As of June 30, 2015, the Company has accrued additional interest on this note in the amount of $4,114 for the six-months ended June 30, 2015. As of June 30, 2015, the Company accrued interest on this note in the total amount of $13,743.

ITEM 6.  Exhibits

a) Index of Exhibits:

Exhibit Table #

Title of Document

Location

31

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

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)

August 12, 2015

By:  /s/ Jeffrey L. Robins

Jeffrey L. Robins, CEO, Principal Executive

August 12, 2015

By: /s/Keith L. Merrell

Keith L. Merrell, CFO/Principal Accounting

       Officer

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