UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 000-54808
NU-MED PLUS, INC.
(Exact name of registrant as specified in charter)
Utah
45-3672530
State or other jurisdiction of
(I.R.S. Employer I.D. No.)
incorporation or organization
455 East 500 South, Suite 205, Salt Lake City, Utah
84111
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number, including area code: (801) 746-3570
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes [ ]
No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act
Yes [ ]
No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: The Registrant’s shares do not trade on any market or exchange.
As of February 12, 2014, the Registrant had 31,772,346 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., part I, part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933: NONE
EXPLANATORY NOTE
NU-MED PLUS, INC., a Utah corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the United States Securities and Exchange Commission (the “SEC”) on February 21, 2014 (the “Original Form 10-K”). This Amendment is being filed solely to correct an administrative filing error which resulted in Exhibit 10.2 “Amended Promissory Note” not being filed as well as to correct a typographical error. The Exhibit 10.2 is being filed herewith. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits hereto.
This Amendment does not amend, modify or otherwise update any other information in the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K, which continues to speak as of the original filing date of the Original Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMNET SCHEDULES
(a)(3)EXHIBITS. The following exhibits are included as part of this report:
SEC
Exhibit
Reference
Number
Number
Title of Document
Location
Item 3
Articles of Incorporation and Bylaws
3.01
3
Articles of Incorporation
Incorporated
by reference*
3.02
3
Bylaws
Incorporated
by reference*
Item 4 Instruments Defining the Rights of Security Holders
4.01
4
Specimen Stock Certificate
Incorporated
by reference*
10.01
10
Consulting Contract – SCS
Incorporated
By reference**
10.02
10
Amended Promissory Note – SCS
This Filing
31.01
31
CEO certification
This Filing
31.02
31
CFO certification Pursuant
This Filing
32.01
32
CEO certification
This Filing
32.02
32
CFO certification
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
*The exhibits were filed with the original Form 10 filed by NU-MED on December 10, 2012, file number 000-54808.
**The consulting contract was filed with the Form 8-K dated January 7, 2014 and filed on January 8, 2014.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
March 27, 2014
By: /s/ Jeffrey L. Robins
Jeffrey L. Robins, CEO, Principal Executive
March 27, 2014
By: /s/ Jeffrey L. Robins
Jeffrey L. Robins, Principal Accounting Officer
In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned in the capacities and on the dates stated.
Signature
Title
Date
/s/ Jeffrey L. Robins
Director, CEO
March 27, 2014
Jeffrey L. Robins
/s/ William G. Moon
Director, Vice President of Operations
March 27, 2014
William G. Moon
/s/ Dr. Craig Morrison
Director, Vice President of Technology
March 27, 2014
Dr. Craig Morrison
