UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2024
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to
__________
Commission File Number 000-54808
NU-MED PLUS, INC.
(Exact name of registrant as specified in its charter)
| Utah | 45-3672530 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 640 Belle Terre Rd. 2 E, Port Jefferson, NY | 11777 |
| (Address of principal executive offices) | (Zip Code) |
(631) 403-4337
(Registrant’s telephone number, including area
code)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | | |
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ | |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [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 [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:
Class Outstanding as of August 14,
2024
Indicate the number of shares outstanding of each of the issuer’s
classes of common equity, as of August 14, 2024.
83,548,469 shares of $0.001 par value common stock
on August 14, 2024
TABLE OF CONTENTS
| PART I |
FINANCIAL INFORMATION |
4 |
| |
|
|
| ITEM 1 |
FINANCIAL STATEMENTS |
5 |
| ITEM 2 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
14 |
| ITEM 3 |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
19 |
| ITEM 4 |
CONTROLS AND PROCEDURES |
19 |
| PART II |
OTHER INFORMATION |
19 |
| |
|
|
| ITEM 1 |
LEGAL PROCEEDINGS |
19 |
| ITEM 1A |
RISK FACTORS |
20 |
| ITEM 2 |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
20 |
| ITEM 3 |
DEFAULTS UPON SENIOR SECURITIES |
20 |
| ITEM 4 |
MINE SAFETY DISCLOSURE |
20 |
| ITEM 5 |
OTHER INFORMATION |
20 |
| ITEM 6 |
EXHIBITS |
20 |
| |
|
|
| SIGNATURES |
21 |
Part I - FINANCIAL INFORMATION
Item 1. Financial
Statements
NU-MED PLUS, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2024
The financial statements included
herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal
recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.
These financial statements should be read in conjunction with the Form 10-K for the period ended December 31, 2023, accompanying notes,
and with the historical financial information of the Company. The results of operations for the three and six months ended June 30, 2024
are not necessarily indicative of the results to be expected for the year ending December 31, 2024.
Nu-Med Plus, Inc.
Financial Statements
(Unaudited)
Table of Contents
| |
|
Page No. |
| |
|
|
| Condensed Balance Sheets at June 30, 2024 (unaudited) and December 31, 2023 |
|
6 |
| |
|
|
|
Condensed Statements of Operations for the three and six months ended
June 30,
2024 and 2023 (unaudited) |
|
7 |
| |
|
|
|
Condensed Statements of Stockholders’ Deficit for the three
and six months ended
June 30, 2024 and 2023 (unaudited) |
|
8 |
| |
|
|
|
Condensed Statements of Cash Flows for the six months ended June 30,
2024
and 2023 (unaudited) |
|
9 |
| |
|
|
| Notes to the Condensed Financial Statements (unaudited) |
|
10 |
| |
|
|
NU-MED PLUS, INC.
Condensed Balance Sheets
| |
|
|
|
June 30, |
December 31, |
| |
|
|
|
2024
(unaudited) |
2023 |
| ASSETS |
|
|
|
|
| Current assets |
|
|
|
| |
Cash |
|
$ 4,041 |
$ 6,806 |
| |
Prepaid expenses |
|
7,000 |
6,650 |
| |
|
Total current assets |
|
11,041 |
13,456 |
| Long-term assets |
|
|
|
| |
Property and equipment, net |
|
- |
- |
| |
|
Total assets |
|
$ 11,041 |
$ 13,456 |
| |
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
| Current liabilities |
|
|
|
| |
Accounts payable |
|
$ 9,225 |
$ 8,089 |
| |
Accounts payable – related party |
|
68,586 |
46,118 |
| |
Note payable |
|
100,000 |
100,000 |
| |
Accrued expenses |
|
19,094 |
6,000 |
| |
|
Total current liabilities |
|
196,905 |
160,207 |
| Long-term liabilities |
|
- |
- |
| Total liabilities |
|
196,905 |
160,207 |
| Commitments and contingencies |
|
- |
- |
| Stockholders' deficit |
|
|
|
| |
Preferred stock; $0.001 par value; 10,000,000 authorized; no shares issued and outstanding |
|
- |
- |
| |
Common stock; $0.001 par value; 90,000,000 authorized; 83,548,469 and 83,548,469 shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively. |
|
83,549 |
83,549 |
| |
Additional paid-in capital |
|
9,594,687 |
9,594,687 |
| |
Accumulated deficit |
|
(9,864,100) |
(9,824,987) |
| |
|
Total stockholders' deficit |
|
(185,864) |
(146,751) |
| |
|
Total liabilities and stockholders' deficit |
|
$ 11,041 |
$ 13,456 |
The accompanying notes are an integral part of these
condensed financial statements.
NU-MED PLUS, INC.
Condensed Statements of Operations
(Unaudited)
| |
Three months ended
June 30, 2024 |
|
Three months ended
June 30, 2023 |
|
Six months ended
June 30, 2024 |
|
Six months ended
June 30, 2023 |
| Revenue |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
expense |
|
12,835 |
|
|
6,573 |
|
|
18,819 |
|
|
12,990 |
| Payroll expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
| Rent expense |
|
- |
|
|
3,300 |
|
|
300 |
|
|
6,600 |
|
Professional and consulting
fees |
|
3,205 |
|
|
13,200 |
|
|
17,500 |
|
|
30,455 |
| Depreciation expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
| Total operating expenses |
|
16,040 |
|
|
23,073 |
|
|
36,619 |
|
|
50,045 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
(16,040) |
|
|
(23,073) |
|
|
(36,619) |
|
|
(50,045) |
| |
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
| Gain on sale of assets |
|
- |
|
|
- |
|
|
- |
|
|
- |
| Interest expense |
|
(1,247) |
|
|
(1,247) |
|
|
(2,493) |
|
|
(2,479) |
| Total other income (expense) |
|
(1,247) |
|
|
(1,247) |
|
|
(2,493) |
|
|
(2,479) |
| |
|
|
|
|
|
|
|
|
|
|
|
| Net loss before income tax |
|
(17,287) |
|
|
(24,320) |
|
|
(39,112) |
|
|
(52,524) |
| |
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
| |
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
$ |
(17,287) |
|
$ |
(24,320) |
|
$ |
(39,112) |
|
$ |
(52,524) |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted loss per share |
$ |
(0.00) |
|
$ |
(0.00) |
|
$ |
(0.00) |
|
$ |
(0.00) |
| |
|
|
|
|
|
|
|
|
|
|
|
| Weighted average common shares outstanding - basic and diluted |
|
81,348,469 |
|
|
81,348,469 |
|
|
81,348,469 |
|
|
81,348,469 |
The accompanying notes are an integral part of these
condensed financial statements.
NU-MED PLUS, INC.
Statements of Stockholders’ Deficit
For the Six Months Ended June 30, 2024 and 2023
(Unaudited)
| |
Preferred Stock |
Common Stock |
Additional Paid-In |
Accumulated |
|
| |
Shares |
Amount |
Shares |
Amount |
Capital |
deficit |
Total |
| Balance, January 1, 2024 |
- |
$ - |
83,548,469 |
$ 83,549 |
$ 9,594,687 |
$ (9,824,987) |
$ (146,751) |
| |
|
|
|
|
|
|
|
| Net loss for the three months ended March 31, 2024 |
- |
- |
- |
- |
- |
(21,826) |
(21,826 ) |
| |
|
|
|
|
|
|
|
| Balance, March 31, 2024 |
- |
- |
83,548,469 |
$ 83,549 |
$ 9,594,687 |
$ (9,846,813) |
$ (168,577) |
| |
|
|
|
|
|
|
|
| Net loss for the three months ended June 30, 2024 |
- |
- |
- |
- |
- |
(17,287) |
(17,287) |
| |
|
|
|
|
|
|
|
| Balance, June 30, 2024 |
- |
$ - |
83,548,469 |
$ 83,549 |
$ 9,594,687 |
$ (9,864,100) |
$ (185,864) |
| |
Preferred Stock |
Common Stock |
Additional Paid-In |
Accumulated |
|
| |
Shares |
Amount |
Shares |
Amount |
Capital |
deficit |
Total |
| Balance, January 1, 2023 |
- |
$ - |
81,348,469 |
$ 81,349 |
$ 9,555,087 |
$ (9,699,461) |
$ (63,025) |
| |
|
|
|
|
|
|
|
| Net loss for the three months ended March 31, 2023 |
- |
- |
- |
- |
- |
(28,204) |
(28,204) |
| |
|
|
|
|
|
|
|
| Balance, March 31, 2023 |
- |
- |
81,348,469 |
81,349 |
$ 9,555,087 |
$ (9,727,665) |
$ (91,229) |
| |
|
|
|
|
|
|
|
| Net loss for the three months ended June 30, 2023 |
- |
- |
- |
- |
- |
(24,320) |
(24,320) |
| |
|
|
|
|
|
|
|
| Balance, June 30, 2023 |
- |
$ - |
81,348,469 |
$ 81,349 |
$ 9,555,087 |
$ (9,751,985) |
$ (115,549) |
The accompanying notes are an integral part of these
condensed financial statements.
Nu-Med Plus, Inc.
Condensed Statements of Cash Flows
(Unaudited)
| |
|
|
Six months ended
June 30,
2024 |
Six months ended
June 30,
2023 |
| Cash flows from operating activities: |
|
|
| |
Net loss |
$(39,112) |
$ (52,524) |
| |
Adjustment to reconcile net income (loss) to net cash used in
operating activities: |
|
|
| |
|
Depreciation |
- |
- |
| |
|
Changes in operating assets and liabilities: |
|
|
| |
|
Prepaid expenses |
(350) |
(240) |
| |
|
Accounts payable |
2,178 |
7,047 |
| |
|
Accounts payable-related party |
21,426 |
- |
| |
|
Accrued expense |
13,093 |
2,479 |
| |
|
Net cash used in operating activities |
(2,765) |
(43,238) |
| Cash flows from investing activities: |
|
|
| |
|
Net cash provided by investing activities |
- |
- |
| Cash flows from financing activities |
|
|
| |
|
Net cash provided by financing activities |
- |
- |
| |
|
Net change in cash |
(2,765) |
(43,238) |
| Cash at beginning of period |
6,806 |
73,195 |
| Cash at end of period |
$ 4,041 |
$ 29,957 |
| Supplemental schedule of cash flow information |
|
|
| |
Cash paid for interest |
$ - |
$ - |
| |
Cash paid for income tax |
$ - |
$ - |
The accompanying notes are an integral part of these
condensed financial statements.
Nu-Med Plus, Inc.
Notes to the Condensed Financial Statements
June 30, 2024
Unaudited
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Presentation
The accompanying unaudited condensed financial statements
include the accounts of Nu-Med Plus, Inc. (the “Company”). These financial statements are condensed and, therefore, do not
include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these
statements should be read in conjunction with the most recent annual financial statements of Nu-Med Plus, Inc. for the year ended December
31, 2023 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 26, 2024. In particular,
the Company’s significant accounting principles were presented as Note 1 to the Financial Statements in that report. In the
opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements
and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements
are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.
On April 25, 2024,
Nu-Med Plus, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”)
for the merger of YourSpace America, Inc. (“YSA”) into the Company (the “Transaction”). The Company and YSA
may be referred to herein each as a “Party” and, collectively, as the “Parties.” On August 12, 2024,
the Share Exchange Agreement was amended to provide that the closing would take place upon the completion of the audit of the YSA
financial statements for the year ended December 31, 2023.
Upon the Closing of the Transaction
(the “Closing”), YSA will become a wholly owned subsidiary of the Company, at which time, the Company, (as the surviving entity)
will assume all liabilities of YSA (as the merging entity) including any liabilities arising from, or in connection with, any contracts
assigned by YSA to the Company as part of the Transaction.
Under the terms of the Share
Exchange Agreement, the Shareholders of YSA (the “Shareholders”) have agreed to sell 100% of the issued and outstanding shares
of YSA to the Company in exchange for the issuance of the Company’s Series A Preferred Stock, and Series X Preferred Stock, as follows:
4,500,000 shares of Series
A Preferred Stock will be issued to such YSA Shareholders as designated by YSA at Closing. Each share of Series A Preferred Stock will
carry 20:1 voting rights and will vote with the holders of Common Stock as one class, and each share will be convertible into 20 shares
of Common Stock. The Series A Preferred Stock does not pay dividends, does not have a liquidation preference and is not redeemable by
the Company.
1,000,000 shares of Series
X Preferred Stock will be issued to YSA’s President, CEO and Chief Investment Officer, William R. “Russ” Colvin at Closing.
Each share of Series X Preferred Stock will carry 100:1 voting rights and will vote with the holders of Common Stock as one class. The
Series X Preferred Stock will provide Mr. Colvin with majority voting control of the Company, and will not be convertible into Common
Stock. The Series X Preferred Stock does not pay dividends, does not have a liquidation preference and is not redeemable by the Company.
Additionally, the Board of Directors of the Company
appointed Mr. Colvin as the Company’s President, Chief Executive Officer, and Director, at which time William Hayde was appointed
Executive Chairman of the Board. Keith Merrell will continue to serve as the Company’s Chief Financial Officer and Director, and
Jeffrey Robins will continue to serve as Director.
b. Revenue Recognition
The Financial Accounting Standards Board (“FASB”)
issued new guidance for the recognizing and reporting of revenue in contracts with customers. The effective date for implementation for
public companies was January 1, 2018.
The new guidance established a five-step analysis to be followed when determining
the recognition of revenue.
| 1. | Identify the contract with a customer. |
| 2. | Identify the performance obligations in the contract. |
| 3. | Determine the transaction price. |
| 4. | Allocate the transaction price to the performance obligations in the contract. |
| 5. | Recognize revenue when, or as, the reporting organization satisfied a performance obligation. |
While the Company is an early-stage company with no revenue, at the
time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606.
c. Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
d. Cash and Cash Equivalents
The Company considers all deposit accounts and investment
accounts with an original maturity of 90 days or less to be cash equivalents. The cash balance we currently have on deposit is within
the limits for which the FDIC insures.
e. Property and Equipment
Property and equipment is stated at cost. Expenditure
for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred.
Expenditures, exceeding $500, for new assets or that increase the useful life of existing assets are capitalized. Depreciation is
computed using the straight-line method. The lives over which the property and equipment are depreciated are five to seven years.
f. Fair Value Measurements
Fair value is defined as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB
Accounting Standards Codification (“ASC”) Topic 820 establishes a three-tier fair value hierarchy that prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements), as follows:
Level 1 - Quoted market prices in active markets for identical assets or
liabilities;
Level 2 - Inputs other than level one inputs that are either directly or
indirectly observable; and
Level 3 - Unobservable inputs developed using estimates and assumptions,
which are developed by the reporting entity and reflect those assumptions that a market participant would use.
All cash, accounts payable and accrued liabilities are carried at cost,
which approximates fair value due to the short-term nature of these financial instruments. Additionally, we measure certain financial
instruments at fair value on a recurring basis.
g. Earnings per Share
The computation of earnings per share of common stock
is based on the weighted average number of shares outstanding during the period of the financial statement. The company included -0- and
-0- shares subscribed but unissued in its calculation of basic and diluted earnings per share for the six months ended June 30, 2024 and
2023, respectively.
Diluted earnings per share is computed using the weighted
average number of common shares plus dilutive common share equivalents outstanding during the period. As of June 30, 2024 and 2023 there
were -0- and -0-, respectively, potential dilutive shares that needed to be considered as common share equivalents. As of June 30, 2024
and 2023 there were no dilutive shares and the basic and diluted calculation is the same. Had there been dilutive shares they would have
been 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. 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 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 June 30, 2024, will not be sufficient to enable it to execute its business plan and funding through the sale of equity capital and
short term related party and other shareholder
loans in order to meet the planned expenditures for
development, operations, and administrative cost over the next 12 months will be required. Planned expenditures are approximately $1,200,000
for the next twelve months. The Company is currently funded through August 31, 2024. 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 3 – PROPERTY AND EQUIPMENT
Property and equipment and related accumulated depreciation
consisted of the following at June 30, 2024, and December 31, 2023:
| |
June 30, 2024 |
|
December 31, 2023 |
|
| |
|
|
|
|
| Computer and office equipment |
$ 83,893 |
|
$ 90,368 |
|
| Accumulated depreciation |
(83,893) |
|
(90,368) |
|
| Total Property and Equipment |
$ - |
|
$ - |
|
Depreciation expense for the six months ended June
30, 2024 and 2023 was $-0- and $-0-, 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 June 30, 2024. The stock to be issued under the merger agreement with YourSpace America,
Inc. will not be issued until the completion of their audit for the year ended December 31, 2023.
NOTE 5 - COMMON STOCK
There are 90,000,000 shares of common stock with a
par value of $0.001 authorized. At June 30, 2024 and December 31, 2023, there were 83,548,469 and 83,548,469 shares of common stock issued
and outstanding, respectively.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Lease Obligations
The Company is currently utilizing office space provided
by its officers, for which no charge is being made. The Company rents space for its laboratory on a month-to-month basis at $100 per month
NOTE 7 – EMPLOYMENT AGREEMENTS
Mr. Hayde and Mr. Merrell have received employment
agreements. The agreements provide for no compensation until such time as a major funding event has been finalized, at which time the
rate of compensation will be established by the Board of Directors. Mr. Hayde and Mr. Merrell were being provided $500 per month as reimbursement
of office expenses in 2023, but no such arrangement is in place for 2024.
NOTE 8 - SUBSEQUENT EVENTS
YourSpace America has audited
financial statements for the period from inception through December 31, 2021 and for the year ended December 31, 2022. The audit for the
year ended December 31, 2023 has not yet been
performed. An engagement
letter has been signed and YourSpace is currently submitting the information required for the performance of the audit.
The Company has evaluated all other subsequent events
pursuant to ASC Topic 855 and has determined that there are no events that require disclosure as of the date of issuance.
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
Certain statements in this Report constitute “forward-looking
statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating
to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating
to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or
that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes
in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships
with third-party equipment suppliers; and worldwide political stability and economic growth. The words “believe,” “expect,”
“anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Critical Accounting Policies and Estimates
The preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. Management bases its estimates
on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results
could differ from these estimates under different assumptions or conditions.
The Company’s accounting policies are more fully
described in Note 2 of the audited financial statements in our recently filed Form 10-K. As discussed in Note 2, the preparation of financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions about the future events that affect the amounts reported in the financial statements and
the accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. Actual differences could differ from these estimates under different assumptions or conditions.
The Company believes that the following addresses the Company’s most critical accounting policies.
We recognize revenue in accordance with ASC 606, which
establishes a five-step analysis to be followed when determining the recognition of revenue. While the Company is an early-stage company
with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set
forth by ASC 606.
Our policy for our allowance for doubtful accounts
will be maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration
of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater
than the historical assumptions used, additional allowances may be required.
We account for income taxes in accordance with the
Tax Cuts and Jobs Act and SAB 118.
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.
On May 15, 2023, Nu-Med Plus,
Inc. entered into a non-binding letter of intent with YourSpace America, Inc. (“YSA”), a Delaware corporation, for the merger
of YSA into Nu-Med, subject to due diligence. Pursuant to the LOI, the Parties will enter into an agreement and plan of merger which will
be mutually negotiated and drafted by the Parties. The Company (as the surviving entity) will assume all liabilities of YSA (as the merging
entity) including any liabilities arising from, or in connection with, any contracts assigned by YSA to the Company as part of the Transaction.
On April 25, 2024, Nu-Med
Plus, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) for the merger
of YourSpace America, Inc. (“YSA”) into the Company (the “Transaction”). The Company and YSA may be referred to
herein each as a “Party” and, collectively, as the “Parties.” While the terms have been set, the agreed-upon transaction
will not be closed until the completion of the YSA audit for the year ended December 31, 2023. On August 12, 2024,
the Share Exchange Agreement was amended to provide that the closing would take place upon the completion of the audit of the YSA
financial statements for the year ended December 31, 2023.
Upon the Closing of the Transaction
(the “Closing”), YSA will become a wholly owned subsidiary of the Company, at which time, the Company, (as the surviving entity)
will assume all liabilities of YSA (as the merging entity) including any liabilities arising from, or in connection with, any contracts
assigned by YSA to the Company as part of the Transaction.
Under the terms of the Share
Exchange Agreement, the Shareholders of YSA (the “Shareholders”) have agreed to sell 100% of the issued and outstanding shares
of YSA to the Company in exchange for the issuance of the Company’s Series A Preferred Stock, and Series X Preferred Stock, as follows:
4,500,000 shares of Series
A Preferred Stock will be issued to such YSA Shareholders as designated by YSA at Closing. Each share of Series A Preferred Stock will
carry 20:1 voting rights and will vote with the holders of Common Stock as one class, and each share will be convertible into 20 shares
of Common Stock. The Series A Preferred Stock does not pay dividends, does not have a liquidation preference and is not redeemable by
the Company.
1,000,000 shares of Series
X Preferred Stock will be issued to YSA’s President, CEO and Chief Investment Officer, William R. “Russ” Colvin at Closing.
Each share of Series X Preferred Stock will carry 100:1 voting rights and will vote with the holders of Common Stock as one class. The
Series X Preferred Stock will provide Mr. Colvin with majority voting control of the Company, and will not be convertible into Common
Stock. The Series X Preferred Stock does not pay dividends, does not have a liquidation preference and is not redeemable by the Company.
Additionally, the Board of
Directors of the Company appointed Mr. Colvin as the Company’s President, Chief Executive Officer, and Director, at which time William
Hayde was appointed Executive Chairman of the Board. Keith Merrell will continue to serve as the Company’s Chief Financial Officer
and Director, and Jeffrey Robins will continue to serve as Director.
Business
The mission of NU-MED is to design, develop, and market
technologies in the medical device field. Our technologies will focus on market niches in high growth trend areas. We hope each developed
technology will fill a current need in medical procedures by improving upon an existing technology or device, or by designing a device
to serve a need that is clearly defined and acknowledged by medical professionals.
NU-MED is a medical device company principally engaged
in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical
devices. The mission of NU-MED is to design, develop, and market technologies utilizing nitric oxide in the medical device field. Our
technologies focus on market niches in high growth trend areas. Our products are developed to target a current need in medical procedures
by improving upon an existing technology or device or by designing a device to serve a currently unfilled need that is clearly defined
and acknowledged by medical professionals. Our focus has been on the creation of a nitric oxide generating formulation, a hospital bedside
nitric oxide delivery system, a clinical unit for use in medical clinics and rehabilitation centers and a mobile device to deliver nitric
oxide gas to offer new and innovative solutions to hospitals, health systems and the medical community throughout the world.
Development of our products has been suspended until
such time as a capital infusion is received which will enable the funding of further development. The following is a description of the
medical application for the products that have been under development and the status of each of those products:
Nitric oxide is an extremely important bio-mediator
in the human body that is produced from the amino acid l-arginine. Nitric oxide has anti-inflammatory properties, antibacterial, antiviral
and antifungal properties which make it useful in certain medical treatments. At the present time inhaled nitric oxide (INO) is
used as a selective vasodilator in infants. The only FDA approved use of nitric oxide at this time is for the treatment of Hypoxia in
premature infants and newborn babies. Management is not aware of any other potential uses of nitric oxide that have been cleared by the
FDA, but this may change as new submittals are made. The heavy cost of delivering nitric oxide to patients has created limitations in
its use. Discoveries that have been made since the first FDA approved use of nitric oxide in 1999 have led to a number of new potential
uses, which still need FDA approval, in a wide variety of diseases and health complications, including COPD, flu viruses, bacterial infections,
tuberculosis, non-healing wounds, head injuries and much more. NU-MED hopes to take advantage of the expanding medical uses of nitric
oxide by developing a new method to generate nitric oxide that reduces the delivery costs and can be used in a variety of medical and
research settings. Given NU-MED’s size, we do not anticipate being involved in any clinical studies on new uses of nitric oxide
and will rely on other parties to continue to advance the uses of nitric oxide.
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. Generates nitric oxide gas on demand,
eliminating the need for |
Compressed gas cylinders.
2. A hospital delivery device
with controls and safety monitors built in that delivers inhaled nitric oxide to a patient at therapeutic levels. This delivery system
is intended for hospitals specifically intensive care units. The goal is to have a system that delivers a metered therapeutic dose (up
to 40 ppm) of nitric oxide via a ventilator. The core technology allows dilution of nitric oxide to therapeutic levels to be accomplished
without the use of injectors or valves. Safeguards such as concentration monitoring, flow and gas purity would be standard.
3. A clinical delivery unit that
is designed for treatment in an office or physician’s clinic. A unit powered by a wall outlet, administration of the nitric oxide
would be via cannula or non-rebreather face mask.
4. A compact, mobile/portable
rechargeable device to deliver inhaled nitric oxide gas. The portable system
necessitates a design which can be deployed where
a reliable source of power is not available or is difficult to access. The key feature is a rechargeable battery pack that powers the
unit for the full duration of a therapeutic session. It can be recharged using existing electrical sources, a solar array or other alternative
energy source. The unit is designed as a low power but fully functional nitric oxide delivery system for inhalation therapy, that can
be used as a transport device during the movement of a patient or as a delivery device in those remote areas of the world that do not
currently have electrical power readily available.
5. A disposable unit that will
deliver a therapeutic dose of nitric oxide to a patient and will then be placed into a container to be incinerated. This unit would be
used for the treatment of patients in a pandemic, where a large number of patients must be treated and there is insufficient capacity
to sterilize the unit after use by each patient. The dispensing devices would be isolated and destroyed after use to ensure that another
patient is not exposed to the bacteria or virus carried by the patient originally treated.
6. 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.
The principal gas we aim to generate through each
of our systems described above is medical grade nitric oxide, along with other various combinations of beneficial medical gases. Non-medical
grade nitric oxide gas is produced and sold commercially by major gas companies as a specialty gas mixture and calibration gas. Nitrogen
dioxide is present in all nitric oxide gas currently produced. Its presence limits the size of the dose of nitric oxide gas that
can be administered for prospective uses in both humans and animals.
A longer-term goal is to further develop our proprietary
compound formulation option that will be utilized to produce medical grade nitric oxide for use in all delivery units. Management
believes that with the further refinement of our formulation, we can make and filter medical grade nitric oxide gas with minimal amounts
of nitrogen dioxide, and that this process can produce medical grade nitric oxide gas in ample quantities for any current or prospective
use and hopefully at a price less than that of all currently available technologies. For a number of years the only approved and
available medical grade nitric oxide delivery device was a product named Inomax. Since this is a single source market there is no price
competition and price is set at a "market can bear" level. We believe, given this structure, there is ample room for a competitive
response from NU-MED using on site generated nitric oxide at a lower cost to penetrate the market. The cost of materials and labor for
the NU-MED product is anticipated to be low, while still providing attractive margins. Our product must have a known shelf life and
be available in various configurations to yield known concentrations and volumes of gas. Packaging is a critical developmental process
that we will address after completion of our formulation.
We approximate that the sale of our research unit
for non-clinical laboratory work could take place earlier than FDA approval. Management anticipates that selling our units earlier into
the market as laboratory equipment or to international groups will pave the way for sales of our medical delivery devices, but any financial
contributions from intellectual property licenses and sales and other non-medical sales will not be adequate to fund the substantial costs
of the FDA approval process for human medical uses. Even with sales to laboratories or other uses, we will require additional funding,
which we currently do not have in place and have no assurance that we will be able to obtain, or to obtain at acceptable rates.
All human medical uses of nitric oxide gas require
FDA approval prior to initiating sales in the United States and the approval of similar international agencies in their respective countries.
Approval can be a long and expensive process, with no assurance that any such approval can or will be obtained. Our products from
the compound formulation for nitric oxide to our delivery machines will have to be approved by the FDA prior to any sales for human use.
Although the FDA can approve “uses” for nitric oxide and such uses can be expanded, our products, both the formulations and
equipment, would also have to be approved to be used in association with the treatment using nitric oxide. Accordingly, although the use
of nitric oxide for the treatment of hypoxia in newborns is approved by the FDA, we still would need to have our dispensing unit and compound
approved by the FDA for such
treatment. In order for our dispensing unit to be
used we would not have to prove the efficacy of the treatment but only that our product and compounds are “substantially equivalent”
to those already approved by the FDA. Even this level of approval requires time, carries substantial costs, and creates additional uncertainty
as to our ability to bring a product to the marketplace. We currently do not have the funds to seek such an approval. We are currently
working to secure funding that will enable us to submit the hospital unit for FDA approval.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2024, we had assets of $11,041 with current
assets of $11,041 and liabilities of $196,904. Our current assets consisted primarily of $4,041 in cash and prepaid expenses in the amount
of $7,000. Our working capital deficiency at June 30, 2024 was $185,863. We currently have no revenue and have had to rely on loans from
shareholders or sale of our stock to cover expenses. Without additional capital, we will not be able to stay in business and move our
business plan forward. We anticipate, based on our preliminary budgets, that we will need $300,000 in additional financing for the next
twelve months to cover our corporate overhead and need an additional $900,000 to cover ongoing product development. Since we will not
have a commercial product in the next twelve months, we will have to continue to rely on outside funding to support our operations and
product development and testing efforts. Given the financial state of NU-MED, we will not be able to seek traditional bank financing and
have to rely on private stock sales as well as potential loans from investors and shareholders. We cannot estimate the full costs to bring
our proposed product to market or the timing of such commercialization. Given the nature of our product being in the medical field, testing
is very expensive and we would need more capital prior to the completion of the testing phase. Any refinement or modification of the product
after the prototype is developed would also require additional capital. At this time, we will have to continue to rely on outside capital
and a budget that may require adjustment as we move further in the product development phase.
RESULTS OF OPERATIONS
Three Month Periods Ended June 30, 2024 and 2023
For the three months ended June 30, 2024 and 2023,
we had no revenues and operating expenses of $16,040 and $23,073, respectively. The decrease in operating expenses results primarily from
a decrease in professional and consulting fees of $9,995 and rent expense of $3,300. For the three-month period ended June 30, 2024 we
recognized interest expense of $1,247. We had a net loss of $17,287 in 2024, compared to a net loss of $24,320 in 2023. We do not anticipate
any revenue for the foreseeable future as our products are still in the development stage.
Six Month Periods Ended June 30, 2024 and 2023
For the six months ended June 30, 2024 and 2023, we
had no revenues and operating expenses of $36,619 and $50,045, respectively. The decrease in operating expenses results primarily from
a decrease in professional and consulting fees of $12,955 and rent expense of $6,300. For the six-month period ended June 30, 2024 we
recognized interest expense of $2,493. We had a net loss of $39,112 in 2024, compared to a net loss of $52,524 in 2023. We do not anticipate
any revenue for the foreseeable future as our products are still in the development stage.
Off-Balance Sheet Arrangements.
The Company does not have any off-balance sheet arrangements and it is
not anticipated that the Company will enter into any off-balance sheet arrangements.
Forward-looking Statements
Our Company and our representatives may from time
to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report
and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes
that all statements that express
expectations and projections with respect to future
matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking
statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the
time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s
expectations will necessarily come to pass. Factors that may affect forward-looking statements include a wide range of factors that could
materially affect future developments and performance, including the following:
Changes in Company-wide strategies, which may result
in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional
economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which
may impede our 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 June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
There have been no changes in internal control over financial reporting
that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal
control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal
Proceedings
None.
ITEM 1A. Risk Factors
Not applicable
ITEM 2. Unregistered
Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Other Securities Transactions
None.
Use of Proceeds of Registered Securities
None.
Purchases of Equity Securities by Us and Affiliated Purchasers
During the six months ended June 30, 2024, we have not purchased any equity
securities nor have any officers or directors of the Company.
ITEM 3. Defaults
Upon Senior Securities.
Not applicable.
ITEM 4. Mine
Safety Disclosure
Not applicable.
ITEM 5. Other
Information.
None.
ITEM 6. Exhibits
a) Index of Exhibits:
Exhibit Table # Title of Document Location
31.1 Rule 13a-14(a)/15d-14a(a) Certification – CEO This
filing
31.2 Rule 13a-14(a)/15d-14a(a) Certification – CFO This filing
32 Section 1350 Certification – CEO & CFO This filing
101.INS XBRL Instance**
101.XSD XBRL Schema**
101.CAL XBRL Calculation**
101.DEF XBRL Definition**
101.LAB XBRL Label**
101.PRE XBRL Presentation**
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 21, 2024 |
By: /s/ William R. Colvin |
| |
William R. Colvin, CEO/Principal Executive Officer |
| |
|
| August 21, 2024 |
By: /s/ Keith L. Merrell |
| |
Keith L. Merrell, CFO/Principal Accounting Officer |