Nu-Med Plus, Inc. - Quarter Report: 2020 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, 2020

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

For the transition period from __________ to __________

Commission File Number 000-54808

NU-MED PLUS, INC.

(Exact name of registrant as specified in its charter)

Utah

45-3672530

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

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

 (Address of principal executive offices)

 (Zip Code)

(801) 746-3570

 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [   ]

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

Large Accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer   x

Smaller reporting company x

Emerging growth company x

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

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

Yes [  ]   No [X]

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

Yes [  ]   No [X]

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

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

Not applicable.

Applicable Only to Corporate Issuers:

Class

Outstanding as of November 16, 2020

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

50,228,469 shares of $0.001 par value common stock on November 16, 2020

TABLE OF CONTENTS

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

NU-MED PLUS, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

September 30, 2020

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.  These financial statements should be read in conjunction with the 10-K for the period ended December 31, 2019, accompanying notes, and with the historical financial information of the Company.  The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020.

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Nu-Med Plus, Inc.

Financial Statements

(Unaudited)

Table of Contents

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Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. As of September 30, 2020 and 2019 there were 34,643,900 and 34,026,500, respectively, potential dilutive shares, or common share equivalents from convertible notes payable.

As of September 30, 2020 and 2019 the dilutive shares were excluded from the calculation for diluted earnings per share as there was a net loss and their inclusion in the calculation would be anti-dilutive.

h. Concentrations and Credit Risk

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

i. Income Taxes

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

j. Stock-based Compensation

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

k.  Leases

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

l. Recent Accounting Pronouncements

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

NOTE 2 - GOING CONCERN

The Company acknowledges that the funds on hand as of September 30, 2020, will not be sufficient to enable it to execute its business plan and will require funding through the sale of equity capital and short term related party and other shareholder loans in order to meet the planned expenditures for development, operations, and administrative cost over the next 12 months will be required. Planned expenditures are approximately $1,200,000 for the next twelve months. The Company is currently funded through November 30, 2020. If plans to obtain further financing

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prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation consisted of the following at September 30, 2020, and December 31, 2019:

Depreciation expense for the nine months ended September 30, 2020 and 2019 was $9,144 and $10,330, respectively.

NOTE 4 - PREFERRED STOCK

On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize 10,000,000 shares of preferred stock having a par value of $0.001 per share.  No preferred shares are issued or outstanding at September 30, 2020.

NOTE 5 - COMMON STOCK

Stock Subscription Payable:

At September 30, 2020 and December 31, 2019, the Company had $197,412 and $465,541, respectively, in stock subscriptions payable for which it is obligated to issue 589,648 and 1,862,164 shares of restricted common stock, respectively, pursuant to separate subscription agreements.

April 2020 Subscription Agreement

In April 2020, the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $400,000 in shares of common stock at $0.25 per share.  The agreement expires on December 31, 2021.  The Company received $229,518 under this agreement in the nine months ended September 30, 2020.  At the date of this report 328,424 shares of common stock have been issued, leaving a balance of 589,648 shares to be issued.  As of September 30, 2020 a total of 681,928 shares of common stock for $170,482 are available for purchase under this agreement.

July 2019 Subscription Agreement

In July 2019, the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $250,000 in shares of common stock at $0.25 per share.  The agreement expires on December 31, 2020.  The Company received $129,064 under this agreement during 2020 and $120,936 in 2019.  In June 2020 the Company issued 1,000,000 shares of restricted common stock in settlement of its obligations under this agreement.

September 2017 Subscription Agreement

In September 2017 the Company entered into a stock purchase agreement with a related part, significant shareholder

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and debt holder, under which the buyer may purchase up to $400,000 in shares of common stock at $0.25 per share. The agreement expired on August 30, 2018.  The Company received $153,070 under this agreement during 2018 and $246,930 during 2019.  In June 2020 the Company issued 1,600,000 shares of restricted common stock in settlement of its obligations under this agreement. In the nine months ended September 30, 2020 the Company issued a total of 5,751,844 shares of common stock.  Of the total, 2,706,844 was issued in settlement of stock subscriptions payable, 1,000,000 shares were issued from the conversion of accrued interest on notes payable, and 2,245,000 was issued for services performed and services to be performed.

Common Stock issued for Services

See also Common Stock Issued for Services below.

Common Stock Issued for Cash

During the nine months ending September 30, 2019, the Company issued 200,000 shares of restricted common stock for $50,000 to an unrelated investor.  

Common Stock Issued for conversion of liabilities

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

Common Stock Issued to Officer

In February 14, 2018 the Company announced that the consulting agreement with the Chief Financial Officer (Mr. Merrell) was terminated effective December 31, 2017, and that a new agreement was entered into effective January 1, 2018 under which Mr. Merrell would receive 2,000,000 shares of restricted common stock, vesting at 500,000 shares per year, for his service.  The term of the agreement is for one year, which term automatically renews for one-year extensions up to four years unless terminated by either party with 30 days written notice.  The Company issued all 2,000,000 shares to Mr. Merrell on August 20, 2018.  Any common shares not earned during the four-year period are to be returned or cancelled.  A charge will be made each quarter as the shares are earned under the provisions of the agreement until such time as all shares have been earned.  A charge of $150,000 and $150,000 was recorded for the nine months ended September 30, 2020 and 2019, respectively.  In June 2020 Mr. Merrell was issued an additional 500,000 shares which vested at issuance, resulting in a $435,000 stock-based compensation charge recorded in the nine-month period ended September 30, 2020.

Common Stock Issued for Services

During the nine months ended September 30, 2020 the Company issued 1,545,000 shares of restricted common stock to consultants for services performed and/or to be performed.  The issuances were valued at $1,066,650 and of that amount, $940,500 was recorded as prepaid expense and the remaining $126,150 recorded as stock-based compensation. The Company subsequently amortized $356,807 of the prepaid expenses as professional and consulting fees. As of September 30, 2020, the prepaid balance of $583,693 remains to be amortized as the services are performed.

In September 2020, the Company entered into a consulting agreement with Waterside Capital Advisers, Inc. to raise capital for the Company and provide other consulting services.  Under the terms of the agreement, 50,000 shares of common stock were to be issued upon signing the agreement, 75,000 shares of common stock were to be issued 30 days after the signing date and an additional 75,000 shares are to be issued 60 days after the signing date. Accordingly, the Company valued the shares at $200,000 of which $50,000 has been recorded as common stock payable as of September 30, 2020.  The Company recorded $87,500 in stock-based compensation to Waterside during the period ended September 30, 2020.  The remaining balance of $112,500 will be expensed in the final quarter of 2020. Further, the agreement contains a long-term incentive whereby an additional 2,000,000 shares of common stock may be earned by the consultant upon the achieving of certain milestones as detailed in the agreement.

In September 2018, the Company issued 650,000 shares of stock to two consultants.  Of these shares, 150,000 were issued under a consulting contract for services rendered and vested upon issue and 500,000 shares of restricted stock were issued to a consultant for services rendered and to be rendered through June 1, 2019.  The common stock 

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was valued at $639,000, of which $432,750 was expensed during the year ended December 31, 2018.  The remaining balance of $206,250 was expensed during the year ended December 31, 2019.

NOTE 6 – CONVERTIBLE POMISSORY NOTES – Related Party

$100,000 Convertible Promissory Note

On November 12, 2012, the Company issued a $100,000 convertible promissory note to SCS, a related party and significant shareholder, as compensation for services provided and to be provided during the period April 1, 2012 through March 31, 2013.  The note is due on demand, bears annual interest at 5.5%, and is convertible into shares of common stock at a conversion price to be agreed upon immediately prior to conversion.  On September 27, 2013, the Company amended the note to include a conversion price which of $0.01 per share for all unpaid principal and interest.  As of September 30, 2020 and December 31, 2019 interest accrued, but unpaid, was $54,427 and $47,899, respectively.  At September 30, 2020 the balance of the note is $100,000, with $54,427 in accrued unpaid interest.

$130,100 Convertible Promissory Note

Prior to 2015, the Company entered into a convertible promissory note with SCS, a related party and significant shareholder, due on demand, bearing interest at 8% per annum, unsecured and convertible at $0.01 per share, with a price protection provision to a lower conversion price.  The balance of this note was $130,100 at September 30, 2020 and December 31, 2019 with accrued interest balances of $63,674 and $65,861, respectively.  During the nine-month period ended September 30, 2020, the Company received a request to convert $10,000 of interest accrued and unpaid to shares of restricted common stock.  Under the conversion terms of the agreement 1,000,000 shares of restricted stock were issued.  At September 30, 2020 the balance of the note is $130,100, with $63,674 of accrued unpaid interest.

$9,384 Promissory Note

The Company applied for and received a $9,384 loan under the Paycheck Protection Program administered by the Small Business Administration.  The note bears an annual interest rate of 1% and has a maturity date of May 8, 2022. The terms of the loan provide that an application for forgiveness of the loan amount may be requested if the funds were used for payroll, medical insurance, rent and utilities.  As all of the funds were used in the allowable categories, the Company will file an application for forgiveness as soon as the bank makes available the form for such request.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

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

Operating Lease Obligations

The Company entered into a lease for office space in February 2017 and has signed various extensions since then, the latest of which expired on August 31, 2020.  In August 2020 the Company extended the lease agreement through August 31, 2021 at a rate of $1,038 per month.

Amortization of $9,355 was recorded as rent expense in the nine month period ended September 30, 2020, leaving an operating right-of-use asset at September 30, 2020 of $10,975 and an operating lease liability of $10,975.    Cash payments of $9,343 were made for rent expense in the nine months ended September 30, 2020.

Obligations under this lease are as follows:

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

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remaining on the office lease, which terminates August 31, 2021.

Consulting Agreements

In September 2020, the Company entered into a consulting agreement with Waterside Capital Advisers, Inc. to raise capital for the Company and provide other consulting services.  Under the terms of the agreement, 50,000 shares of common stock were to be issued upon signing the agreement, 75,000 shares of common stock were to be issued 30 days after the signing date and an additional 75,000 shares are to be issued 60 days after the signing date. Accordingly, the Company valued the shares at $200,000 of which $50,000 has been recorded as common stock payable as of September 30, 2020.  The Company recorded $87,500 in stock-based compensation to Waterside during the period ended September 30, 2020.  The remaining balance of $112,500 will be expensed in the final quarter of 2020.

The agreement also provides that the consultant be paid $5,000 per month for services, which fee will be accrued until such time as the Company and consultant agree acceptable financing has been raised, at which point payment of all accrued but unpaid fees will be made.  In accordance with the agreement a $2,500 consultant fee was accrued for the last half of September 2020.  Further, the agreement contains a long-term incentive whereby an additional 2,000,000 shares of common stock may be earned by the consultant upon the achieving of certain milestones as detailed in the agreement.

In June 2020, the Company entered into consulting agreements with Roger Gill and Peter Kristensen.  Both of the agreements begin June 22, 2020 and run for a period of twelve months, terminating June 30, 2021.  Under the terms of the agreements Mr. Gill will receive 500,000 shares of restricted common stock and Mr. Kristensen will receive 100,000 shares of restricted stock for their services.  The fair-value of the stock was $565,500 and was recorded as a prepaid. During the nine months, the company amortized $153,382 of the prepaid expense.  As of September 30, 2020, the remaining $412,118 was remaining in prepaid expenses, to be amortized over the term of the agreements.

On March 15, 2020 the Company entered into a service agreement with Hanover International, Inc. to provide advisory services to the Company.  The contract is a one year contract, but may be cancelled with thirty days notice any time after the 91^st day of the agreement.  Hanover will receive a fee of $3,500 per month, from which fee it pays all of its expenses.  In addition, Hanover will receive 750,000 shares of restricted common stock, earned in quarterly tranches of 187,500 shares, deemed earned and issuable after services are provided for each quarter. As of September 30, 2020 all of the shares to which the Company is obligated under this agreement have been issued, with the unearned portion included in prepaid expenses.  The shares were issued at $0.50 per share for a total value of $375,000.  The amount has been recorded in prepaid expenses, with $203,425 of the total being expensed in the nine-month period ended September 30, 2020.  The remaining prepaid amount of $171,575 will be amortized over the remaining life of the agreement.

Note 8 - SUBSEQUENT EVENTS

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

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

Special Note Regarding Forward-Looking Statements

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

Critical Accounting Policies and Estimates

The Company believes that the following addresses the Company’s most critical accounting policies.

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. 

Revenue

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

Stock-based Compensation

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

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

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Income Taxes

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

BUSINESS OVERVIEW

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

Business

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

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

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

1.

Nitric oxide proprietary formulation.

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

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

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

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5. A unit that is one of the world’s first nitric oxide dilution systems designed for research. A patent pending technology utilizes pure 100% nitric oxide from a pressurized tank source and dilutes it with air or other non-reactive diluent gas to provide a 1 to 500 ppm source of high purity nitric oxide for investigational applications.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2020, we had assets of $649,561 with current assets of $624,305 and liabilities of $427,886. Our current assets consisted primarily of cash in the amount of $31,948 and prepaid expenses in the amount of $592,807. We currently have no revenue and have had to rely on loans from shareholders or sale of our stock to cover expenses.  Without additional capital, we will not be able to stay in business and move our business plan forward. We anticipate, based on our preliminary budgets, that we will need $300,000 in additional financing for the next twelve months to cover our corporate overhead and need an additional $900,000 to cover ongoing product development. Since we will not have a commercial product in the next twelve months, we will have to continue to rely on outside funding to support our operations and product development and testing efforts.  Given the financial state of our Company, we will not be able to seek traditional bank financing and have to rely on private stock sales as well as potential loans from investors and shareholders.  At this time, we have a stock subscription agreement under which the investor has the right to purchase up to $400,000.  During the nine-month period ended September 30, 2020 approximately $230,000has been purchased under this agreement, leaving a balance of approximately $170,000 available for funding.  We cannot estimate the full costs to bring our proposed product to market or the timing of such commercialization.  Given the nature of our product being in the medical field, testing is very expensive and we would need more capital prior to completing the testing phase.  Any refinement or modification of the product after the prototype is developed would also require additional capital.  At this time, we will have to continue to rely on outside capital and a budget that may require adjustment as we move further in the product development phase.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2020 and 2019

For the three months ended September 30, 2020 and September 30, 2019, we had no revenues and operating expenses of $449,758 and $146,213, respectively.  The increase in operating expenses results from an increase in the use of consultants to engage with investment banking groups to raise the additional funds required to prepare our hospital unit for submission to the FDA for approval.  Shares of common stock were also issued in the nine months ended September 30, 2020, resulting in a stock-based compensation charge for stock issued to employees and for consulting services of $137,500.  For the three months ended September 30, 2020 we had other expenses of $4,066.

For the three months ended September 30, 2019, we had other expense of $4,363.  We will be dependent on outside capital to support operations for the foreseeable future and at this time do not have any commitments for additional capital beyond the $400,000 stock subscription earlier mentioned.  We do not anticipate any revenue for the foreseeable future as our products are still in the development stage.

Nine Months Ended September 30, 2020 and 2019

For the nine months ended September 30, 2020 and 2019 we had no revenues and incurred operating expenses of $1,503,517 and $813,726, respectively.  The $689,791 increase is primarily the result of the stock issued as share based compensation and for consulting services, as detailed above.  For the nine months ended September 30, 2020 and 2019, we had other expense of $12,108 and $13,229, respectively.

Off-Balance Sheet Arrangements.

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

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

Based on that evaluation, as of December 31, 2019, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  

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Changes in internal control over financial reporting

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

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

None.

ITEM 1A.  Risk Factors

Not applicable

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

Recent Sales of Unregistered Securities

None.

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, 2020, we have not purchased any equity securities nor have any officers or directors of the Company.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

ITEM 4.  Mine Safety Disclosure

Not applicable.

ITEM 5.  Other Information.

None.

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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 16, 2020

By:  /s/ Jeffrey L. Robins

Jeffrey L. Robins, CEO, Principal Executive Officer

November 16, 2020

By: /s/Keith L. Merrell

Keith L. Merrell, CFO/Principal Accounting Officer

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