Nu-Med Plus, Inc. - Quarter Report: 2017 September (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 September 30, 2017

[   ] 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 preceding 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 definition 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 [X]   No [   ]

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

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

Not applicable.

Applicable Only to Corporate Issuers:

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

Class

Outstanding as of November 14, 2017

38,062,269 shares of $0.001 par value common stock on November 14, 2017

TABLE OF CONTENTS

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

NU-MED PLUS, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

September 30, 2017

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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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

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 Condensed Financial Statement Presentation

The accompanying unaudited condensed 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, 2016 financial statements.  Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

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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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

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

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.  

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 1measurements) 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.

Liabilities measured at fair value on a recurring basis are as follows at September 30, 2017 and December 31, 2016:

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

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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 nine months ended September 30, 2017 and September 30, 2016 there were 39,076,600 and 29,390,800 common stock equivalents from outstanding convertible notes included in the nine-month calculation.

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

In August 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815).”  The new standard amends the hedge accounting recognition and presentation requirements in ASC 815.  This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  Early adoption is permitted.  The Company is currently evaluating the timing of adopting the new guidance as well as the impact it may have on its consolidated financial statements.

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

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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

NOTE 3 - GOING CONCERN

The Company acknowledges that the funds on hand as of September 30, 2017, 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 $1,160,000 for the next twelve months. 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 - EQUIPMENT LOAN

In April 2017, the Company entered into an equipment loan to purchase a nitric oxide analyzer.  The analyzer is a highly technical analyzer that measures levels of nitric oxide and other gases at parts per million.  The analyzer is essential to accelerate and validate the development of the nitric oxide producing products under development.

The analyzer was purchased under an agreement whereby $10,906 was paid down with payments of $949 plus tax due for each of the twenty-four months.  At September 30, 2017 five monthly payments had been made, leaving a current liability of $9,399 and long-term liability of $12,558 under the agreement.  At the end of the twenty-four months, the Company has the option to extend the financing agreement for an additional eight payments.

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 September 30, 2017.

NOTE 6 - COMMON STOCK

Previous to 2017, the Company committed to issue 75,000 shares of common stock for having received $24,675 pursuant to various stock subscription agreements.  Two of these agreements that had not yet been fully funded expired in August 2017. 

In February 2017, the Company entered into a stock subscription agreement with an investor for them to invest up to $700,000 to purchase up to 2,800,000 shares of common stock at a price of $0.25 per share.  The agreement has a maturity date of February 1, 2018. At September 30, 2017 the Company had received $665,700 under this stock subscription agreement.  Also in February, 2017, a second agreement with this same investor allows them to invest up to $20,000 to purchase up to 80,000 shares of common stock at $0.25 per share.  The second agreement has a maturity date of December 20, 2017. At September 30, 2017 the Company had received $19,000 under this stock agreement.   

In September 2017, the Company entered into a stock subscription agreement with an investor for them to invest up to $400,000 to purchase up to 1,600,000 shares of common stock at a price of $0.25 per share. The agreement has a maturity date of September 20, 2018.  At September 30, 2017, the Company had received $45,000 under this stock agreement.

Previous to 2017, the Company entered into an agreement with their Chief Financial Officer whereby it issues shares of restricted common stock rather than paying cash for the services performed.  During the nine months ended September 30, 2017, under the terms of that agreement, the valuation of the shares earned, but unissued, is $24,949 in services provided, which amount is shown in the financial statements as a subscription payable.

On August 18, 2017, the Company issued 500,525 shares of restricted common stock to fulfill its obligations under stock subscription agreements.  Of the stock issued, 494,274 shares were issued at $0.25 per share and 6,250 shares were issued at $0.40 per share pursuant to their respective stock subscription agreements.  Additionally, the Company has stock subscription agreements still open with unfunded amounts of $390,094 which equal 1,560,377 shares of common stock that are open to be purchased.

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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

As of the September 30, 2017, the stock purchase agreements and services agreements stated above have resulted in stock subscriptions payable balance of $650,520, which equate to 2,612,848 shares of common stock to be issued.

NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

The Company adopted ASC 815 which defines determining whether an instrument (or embedded feature) is solely

indexed to an entity’s own stock. The exercise prices of the newly issued and outstanding warrants are subject to

“reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than exercise price of these warrants. If these provisions are triggered, the exercise price of the warrant will be reduced. As a result, the Company has determined that the exercise feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the exercise feature of the warrants and recorded a derivative liability.

ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with warrants.

$100,000 Convertible Promissory Note

On November 12, 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.  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 of $0.01 per share for all unpaid principal and interest.  This note does not contain price protection feature and therefore, was not treated using derivative accounting.  The noteholder advanced an additional $79,810 during the year ended December 31, 2016.  As of September 30, 2017 and December 31, 2016 the principal balance of the note was $179,810 and $100,000.  The interest accrued, but unpaid, was $31,033 and $26,332, respectively.

$130,100 Convertible Promissory Note

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 months from the date thereof.  The note contains a price protection feature. The conversion price is up to 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%.  In March 2017, the note was modified to remove the price protection conversion feature to a fixed rate of $0.01 per share.

These actions taken by the Company to amend the note, resulted in recording a $2,632,571 loss on derivative and a gain of $6,716,358 on extinguishment of debt to remove the derivative liability, both of which were recognized in the three month period ended March 31, 2017.  The balance of this note was $130,100 at September 30, 2017 and December 31, 2016 with accrued interest balances of $44,706 and $39,748, respectively.

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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

$55,000 Convertible Promissory Note

On November 18, 2015, the Company received $55,000 for which it issued a convertible note payable with a maturity date of November 18, 2017, unsecured and convertible into shares of common stock at $0.25 per share with a price protection provision to adjust to a lower conversion price.  As the note carries no rate of interest, during 2015, 50,000 shares of restricted common stock were issued in consideration.

During the year-ended December 31, 2016, the Company repaid $27,500 of principal. The remaining principal balance of $27,500 was repaid during the period ended March 31, 2017.  The remaining debt discount which was recorded at origination of the note has been amortized.  The debt discount balance at March 31, 2017 and December 31, 2016 were $0 and $21,508, respectively.  The repayment of the note resulted in a gain on the change in derivative of $11,810 during the period ended September 30, 2017.

During the nine months ended September 30, 2017 we had the following activity in the amounts related to our derivative liabilities, as summarized in the table below:

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Lease Obligations

The Company entered into a lease office space in February 2017.  The lease has a term of one year, beginning March 1, 2017, with a monthly payment of $950.  Previous to entering into this lease the Company rented office space on a month-to-month basis 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 became month-to-month at the same rate of $388 per month.

Contingent Liability

In January 2017, the Company filed an action against its former CFO for the return of shares of stock issued to him for services which he did not perform.  The Company also included in that action a restraint against him selling stock into the market in violation of the agreement made that he would not sell stock until such time as there was a stable and sustainable market for the stock.  The former CFO has filed a counter action against the Company.  The Company believes it will prevail in this action.

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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

NOTE 9 – REVISION OF PRIOR QUARTERS FINANCIAL STATEMENTS

During the audit of the Company’s financial statements for the year ended December 31, 2016, the Company identified an error relating to the accounting treatment of a convertible note.  The note was not accounted for using derivative accounting treatment. The effect of error is to increase the gain on change in the derivative liability for the periods ended September 30, 2016.

In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Measurements in Current Year Financial Statements, the Company determined that the impact of the adjustments relating to the correction of this accounting error are not material to previously issued unaudited consolidated financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively.

As a result of the aforementioned correction of accounting errors, the revised prior unaudited financial statements have been revised.  During the nine months ended September 30, 2016 there was a gain on derivative of approximately $55,368.  The effect of these changes is as follows:

Effects on financials for the three months ended September 30, 2016:

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Nu-Med Plus, Inc.

Notes to the Condensed Financial Statements

September 30, 2017

Effects on financials for the nine months ended September 30, 2016:

NOTE 10 - SUBSEQUENT EVENTS

On October 26, 2017, the Company issued 320,000 shares of restricted common stock in partial fulfillment of its obligations under the $700,000 stock subscription agreement.  The shares were issued at the conversion price of $0.25 per share, pursuant to the stock subscription agreement.

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

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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 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 four 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 initial preliminary patent applications cover a gas generator (#14/996,685) a controlled delivery of medical gases using diffusion membrane (#14529112), a self-pressuring technique for nitric oxide (62/392,086) and Thermal release of nitric oxide for short term therapies (#62/283,145). We recently received notification that a patent has been granted for the gas generator. Our other patent applications are still pending and have not been approved.  Our application related to Thermal release of nitric oxide 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 patent for 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

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anticipated doses and applications.  We have also filed a patent for our portable rechargeable inhaled nitric oxide membrane unit and a short term therapy thermal release unit. We have only filed the initial patent applications and there is no assurance any patent will be received from such filing.  Additionally, even if we receive the patent, the gas generator systems would still require extensive study and would be required to receive FDA approval before it could be used, which could take years to receive.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2017, we had assets of $459,408 with current assets of $409,313 and liabilities of $414,433. Our current assets consisted of cash in the amount of $409,313.  Our working capital at September 30, 2017 was $7,438.  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 $250,000 in additional financing for the next twelve months to cover our corporate overhead and need an additional $950,000 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 $700,000 of restricted common stock at a price of $0.25 per share.  An additional stock subscription agreement was entered into in September 2017 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 nine-month period ended September 30, 2017, we received proceeds of $729,705 under these agreements.  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 SEPTEMBER 30, 2017 AND 2016

For the three months ended September 30, 2017 and September 30, 2016, we had no revenues and operating expenses of $137,749 and $695,815, respectively.  For the three months ended September 30, 2017, we had a net loss of $142,977. This compares to a net loss of $772,175 for the three months ended September 30, 2016.  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 $700,000 and $400,000 stock subscriptions earlier mentioned.  We do not anticipate any revenue for the foreseeable future as our products are still in the development stage.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

For the nine months ended September 30, 2017 and September 30, 2016, we had no revenues and operating expenses of $318,778 and $939,452, respectively.  For the nine months ended September 30, 2017, we had net income of $3,729,621 resulting from the recognition of a non-cash $2,632,571 loss on derivative and a $6,716,358 gain on extinguishment of debt.  This compares to a net loss of $9,972,003 for the nine months ended September 30, 2016.  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 $700,000 and $400,000 stock subscriptions earlier mentioned.  We do not anticipate any revenue for the foreseeable future as our products are still in the development stage.

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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 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 evaluated the effectiveness of our internal control over financial reporting as of September 30, 2017. Based on this evaluation, our management concluded that, as of September 30, 2017, our internal controls over financial reporting were not effective to provide reasonable assurances based on the above criteria.  The following aspect of the Company’s internal control was noted as a potential material weakness.

·

Lack of accounting expertise related to the complex derivative transaction entered into during the current period, which resulted in the derivative liability being inaccurately recorded as of 12/31/15.

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.

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PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

In January 2017, the Company filed an action against its former CFO for the return of shares of stock issued to him for services which he did not perform.  The Company also included in that action a restraint against him selling stock into the market in violation of the agreement made that he would not sell stock until such time as there was a stable and sustainable market for the stock.  The former CFO has filed a counter action against the Company.  The Company believes it will prevail in this action.

ITEM 1A.  Risk Factors

Not applicable

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

Recent Sales of Unregistered Securities

None.

Other Securities Transactions

None.

Use of Proceeds of Registered Securities

None.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the nine months ended September 30, 2017, 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.

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ITEM 6.  Exhibits

a) Index of Exhibits:

Exhibit Table #

Title of Document

Location

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NU-MED PLUS, INC.,

(Registrant)

November 14, 2017

By:  /s/ Jeffrey L. Robins

Jeffrey L. Robins, CEO, Principal Executive

November 14, 2017

By: /s/Keith L. Merrell

Keith L. Merrell, CFO/Principal Accounting

       Officer

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