Nu-Med Plus (NUMD) 10-K 3 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 31, 2018	Jun. 30, 2017
Document and Entity Information:
Entity Registrant Name	Nu-Med Plus, Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,543,637
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		37,563,125
Entity Public Float			$ 3,807,573
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Trading Symbol	numd

NU-MED PLUS, INC. Balance Sheet

NU-MED PLUS, INC. Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 351,043	$ 12,450
Prepaid expense	9,167	0
Total current assets	360,210	12,450
Long-term assets
Property and equipment, net	46,509	23,083
Total long-term assets	46,509	23,083
Total assets	406,719	35,533
Current liabilities
Accounts payable	0	5,065
Accounts payable - related party	4,000	4,000
Accrued Expense	84,411	66,079
Equipment loan - current portion	9,399	0
Convertible Promissory Notes, net - Related party	230,100	315,902
Derivative liability	0	4,083,787
Total current liabilities	327,910	4,474,833
Long-term liabilities
Equipment loan - long-term portion	10,569	0
Total liabilities	338,479	4,474,833
Commitments and contingencies
Stockholders' equity (deficit)
Preferred stock; $0.001 par value per share; 10,000,000 authorized; no shares issued and outstanding, respectively.	0	0
Common stock; $0.001 par value per share; 90,000,000 authorized; 37,563,125 and 37,241,744 shares issued and outstanding, as of December 31, 2017 and December 31, 2016 respectively.	37,564	37,242
Additional paid-in capital	3,728,836	3,580,348
Stock subscription payable	806,405	24,675
Accumulated deficit	(4,504,563)	(8,081,565)
Total stockholders' equity (deficit)	68,242	(4,439,300)
Total liabilities and stockholders' equity (deficit)	$ 406,719	$ 35,533

Nu-Med Plus, Inc. Balance Shee3

Nu-Med Plus, Inc. Balance Sheet (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position
Preferred stock authorized	10,000,000	10,000,000
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock authorized	90,000,000	90,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock issued	37,563,125	37,241,744
Common stock outstanding	37,563,125	37,241,744

NU-MED PLUS, INC. Statements of

NU-MED PLUS, INC. Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement
Revenue	$ 0	$ 0
Operating expenses
General and administrative expense	64,965	62,169
Payroll expense	39,401	49,563
Rent expense	17,241	17,658
Professional and consulting Fees	332,369	1,088,061
Depreciation expense	12,543	7,148
Total operating expenses	466,519	1,224,599
Operating Loss	(466,519)	(1,224,599)
Other income (expense)
Interest income	122	7
Interest expense	(18,880)	(15,908)
Debt discount amortization	(21,508)	(51,825)
Gain (loss) on derivative	4,083,787	10,944,813
Total other income (expense)	4,043,521	10,877,087
Income tax expense	0	0
Net income (loss)	$ 3,577,002	$ 9,652,488
Basic earnings per share	$ 0.10	$ 0.26
Weighted average common shares outstanding - basic	37,458,750	37,219,360
Diluted earnings per share	$ 0.05	$ 0.13
Weighted average common shares outstanding - diluted	71,862,570	75,030,231

Nu-Med Plus, Inc. Statements o5

Nu-Med Plus, Inc. Statements of Stockholders' Equity (Deficit) - USD ($)	Preferred Stock	Common stock	Additional Paid-In Capital	Stock Subscription Payable	Accumulated Deficit	Total
Balance common shares, beginning balance at Dec. 31, 2015	0	36,474,244	0	0	0	36,474,244
Balance preferred shares, beginning balance at Dec. 31, 2015	0	0	0	0	0	0
Stockholders' Equity, beginning balance at Dec. 31, 2015	$ 0	$ 36,474	$ 2,474,115	$ 0	$ (17,734,053)	$ (15,223,464)
Services contributed by officers						$ 0
Common Stock issued for service, shares	0	2,500,000	0	0	0	2,500,000
Common Stock issued for service, value	$ 0	$ 2,500	$ 997,500	$ 0	$ 0	$ 1,000,000
Common Stock issued for debt, shares						267,500
Common Stock issued for stock subscriptions, shares	0	267,500	0	0	0	267,500
Common stock issued for stock subscriptions, value	$ 0	$ 268	$ 106,733	$ 0	$ 0	$ 107,001
Common Stock returned, shares	0	(2,000,000)	0	0	0	(2,000,000)
Payments for stock returned and cancelled in settlement	$ 0	$ (2,000)	$ 2,000	$ 0	$ 0	$ 0
Stock subscriptions payable	0	0	0	24,675	0	24,675
Shares issued for conversion of debt						0
Net income	$ 0	$ 0	$ 0	$ 0	$ 9,652,488	$ 9,652,488
Balance common shares, ending balance at Dec. 31, 2016	0	37,241,744	0	0	0	37,241,744
Balance preferred shares, ending balance at Dec. 31, 2016	0	0	0	0	0	0
Stockholders' Equity, ending balance at Dec. 31, 2016	$ 0	$ 37,242	$ 3,580,348	$ 24,675	$ (8,081,565)	$ (4,439,300)
Services contributed by officers						$ 0
Common Stock issued for stock subscriptions, shares	0	516,000	0	0	0	516,000
Common stock issued for stock subscriptions, value	$ 0	$ 516	$ 128,484	$ (129,000)	$ 0	$ 0
Common Stock returned, shares	0	(499,144)	0	0	0	(499,144)
Payments for stock returned and cancelled in settlement	$ 0	$ (499)	$ (59,501)	$ 0	$ 0	$ (60,000)
Stock subscriptions payable	$ 0	$ 0	$ 0	$ 910,730	$ 0	$ 910,730
Stock issued in conversion, shares at Dec. 31, 2017	0	304,525	0	0	0	304,525
Shares issued for conversion of debt	$ 0	$ 305	$ 79,505	$ 0	$ 0	$ 79,810
Net income	$ 0	$ 0	$ 0	$ 0	$ 3,577,002	$ 3,577,002
Balance common shares, ending balance at Dec. 31, 2017	0	37,563,125	0	0	0	37,563,125
Balance preferred shares, ending balance at Dec. 31, 2017	0	0	0	0	0	0
Stockholders' Equity, ending balance at Dec. 31, 2017	$ 0	$ 37,564	$ 3,728,836	$ 806,405	$ (4,504,563)	$ 68,242

NU-MED PLUS, INC. Statements o6

NU-MED PLUS, INC. Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net income	$ 3,577,002	$ 9,652,488
Adjustment to reconcile net income to net cash used in operating activities:
Depreciation	12,543	7,148
Stock for services	0	1,000,000
Subscription payable for services performed	38,125	22,175
Services contributed by officers	0	0
(Gain) loss on derivative liability Feature	(4,083,787)	(10,944,813)
Amortization of debt discount	21,508	51,825
(Increase) Decrease in prepaid expenses	(9,167)	14,811
(Decrease) increase in accounts payable	(5,066)	(1,340)
Increase in related party payables	0	4,000
Increase in accrued expense	18,332	13,443
Net cash used in operating activities	(430,510)	(180,264)
Cash flows from investing activities:
Net cash provided by investing activities	0	0
Cash flows from financing activities
Proceeds from the sale of common stock and stock payable	0	107,001
Proceeds from loans payable	0	79,810	$ 55,000
Proceeds from subscription payable	872,605	2,500
Payments for stock returned and cancelled in settlement	(60,000)	0
Payments on equipment loan	(16,002)	0
Payments on convertible debt - related party	(27,500)	(27,500)
Net cash provided by financing activities	769,103	161,811
Net change in cash	338,593	(18,453)
Cash at beginning of period	12,450	30,903
Cash at end of period	351,043	12,450	$ 30,903
Supplemental schedule of cash flow information
Cash paid for interest	2,987	0
Cash paid for income taxes	0	0
Supplemental schedule of non-cash financing activities
Common stock issued for subscription payable	129,000	0
Shares issued for conversion of debt	79,810	0
Equipment acquired with loan	$ 35,970	$ 0

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2017
Notes
Organization and Description of Business	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Nu-Med Plus, Inc. is an emerging growth early stage medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. The Company's immediate focus is on a Nitric Oxide powder formulation that is 99% pure-with one-year shelf life, a "desktop" generator device with controls plus safety monitors built in that delivers inhaled Nitric Oxide to replace expensive pressurized canisters and a compact mobile rechargeable device to deliver inhaled Nitric Oxide gas. The Company is incorporated in Utah. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments which are necessary for a fair statement of the results for interim periods have been included. b. Revenue Recognition The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured. c. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. d. Cash and Cash Equivalents The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents. The cash balance of $351,043 we currently have on deposit is in excess of the insured 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 fixed assets are depreciated are five to seven years. f. Fair Value 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 receivable, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments. Additionally, we measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are consistent derivative liabilities which were valued using Level 3 inputs. g. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including convertible notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. ASC 815, Derivatives and Hedging h. Earnings per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement. For the year ended December 31, 2017 For the year ended December 31, 2016 Net income (loss) (numerator) $3,577,002 $9,652,488 Basic Shares (denominator) 37,458,750 37,219,360 Earnings per share amount basic $0.10 $0.26 Diluted Shares (denominator) 71,862,570 75,030,231 Earnings per share amount diluted 0.05 0.13 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 the year ended December 31, 2017 there were 34,403,820 outstanding common stock equivalents. i. Concentrations and Credit Risk - j. 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. k. Stock-based Compensation In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued. Recent Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“AASU”) 2016-16, Income Taxes (Topic 740); Intra-Entity Transfers of Assets Other Than Inventory In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718); Improvements to Employee Share-Based Payments Accounting In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-02, “L eases.” The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration. NOTE 3 - GOING CONCERN The Company anticipates that the funds on hand as of December 31, 2017, will not be sufficient to successfully prosecute 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 $1,250,000 for 2018. During the year ended December 31, 2017 the Company has entered into subscription agreements in the amount of $20,000, $700,000 and $400,000 and has drawn $772,605 against those agreements, which will fund operations through June 30, 2018. The Company has begun the process of arranging for additional necessary funding and currently retains consultants for that purpose. Management will adjust any salaries and expenditures based on the need for successful continuous operations. If plans to obtain further financing prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Property Plant and Equipment

Property Plant and Equipment	12 Months Ended
	Dec. 31, 2017
Notes
Property Plant and Equipment	NOTE 4 - PROPERTY AND EQUIPMENT Fixed assets and related accumulated depreciation consisted of the following at December 31, 2017, and December 31, 2016: December 31, 2017 December 31, 2016 Computer and office equipment 85,343 49,373 Accumulated depreciation (38,834) (26,290) Total Fixed Assets 46,509 23,083 Depreciation expense for the years ended December 31, 2017 and 2016 was $12,543 and $7,148, respectively.

Preferred and Common Stock

Preferred and Common Stock	12 Months Ended
	Dec. 31, 2017
Notes
Preferred and Common Stock	NOTE 5 - PREFERRED STOCK On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize 10,000,000 shares of preferred stock having a par value of $0.001 per share. No preferred shares are issued or outstanding at December 31, 2017. NOTE 6 - COMMON STOCK Subscriptions In January, February and September 2017, the Company entered into three stock purchase agreements with a related part (significant shareholder and debt holder or “the buyer”), under which the buyer may purchase up to $20,000, $700,000 and $400,000 , respectively, in shares of common stock at $0.25 per share. If the buyer purchases the maximum allowed under the agreement, 4,480,000 shares of common stock would be issued in fulfillment of the Company’s obligation under the agreement. We have received $19,000, $693,605 and $60,000 under these agreements, totaling 3,090,422 common shares, and of which 116,000 shares were issued during the year (leaving 2,974,422 shares that have yet to be issued as of the date of this report). During 2016, the Company entered into stock subscription agreements with a related party (significant shareholder and debt holder) to purchase up to 422,500 shares of common stock at a price of $0.40 per share and another agreement with the same related party to purchase up to 400,000 shares of common stock at a price of $0.25 per share. Pursuant to these agreements, the Company received proceeds of $109,501 and issued 267,500 shares of restricted common stock in 2016 ($100,000 and issued 400,000 shares of restricted common stock in 2017), leaving a balance of 6,250 shares to be issued. The balance, which represents $2,500, is recorded as a subscription payable at December 31, 2016. This agreement expired in August 2017. As stated above, at December 31, 2017 and 2016, the Company had $806,405 and $24,675, respectively, in stock subscriptions payable for which it is obligated to issue 3,199,422 and 75,000 shares of restricted common stock, respectively. Additionally, as of December 31, 2017, two agreements for a purchase of a total of 1,385,578 shares of common stock for $346,395 are open to be subscribed to by the related party. Common Stock Returns and Cancellations On August 5, 2016, Dr. Craig Morrison returned to the Company 2,000,000 shares of restricted common stock which is part of the 4,000,000 shares which had been issued to him for his services as a director and medical advisor. The 2,000,000 shares of stock were retired at their par value of $2,000, reducing the number of shares issued and outstanding. Common stock issuances in Settlements In December 2017, the Company reached a settlement with the legal action taken against the former CFO. Under the terms of the agreement the Company paid $60,000 and he returned 499,144 shares of common stock; additionally, each party agreed to pay their own legal expenses related to the legal action. The 499,144 shares of common stock purchased for $60,000 were cancelled, reducing the number of shares issued and outstanding. In December 2017, the Company settled $79,810 in principal amount owing under the $100,000 Convertible Note (see Note 10) for 304,525 shares of common stock. Because this settlement was agreed to a related party, the amount of $79,810 was recorded in equity, rather than recording a gain or loss from an extinguishment of debt the statement of operations.

Convertible Notes and Derivativ

Convertible Notes and Derivative Liability	12 Months Ended
	Dec. 31, 2017
Notes
Convertible Notes and Derivative Liability	NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY The Company adopted ASC 815 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. The exercise price of the newly issued and outstanding warrants are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than exercise price of these warrants. If these provisions are triggered, the exercise price of the warrant will be reduced. As a result, the Company has determined that the exercise feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the exercise feature of the warrants and recorded a derivative liability. ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with warrants. During the years ended December 31, 2016 and 2017, the following is a summary of the derivative liabilities: Derivative Liability Debt Discount Gain on Derivative Liability Balance at January 1, 2016 $ 15,028,600 $ (73,333) 0 Gain on derivative liability (10,944,813) 0 (10,944,813) Amortization of debt discount to interest expense 0 51,825 0 Balance at December 31, 2016 4,083,787 (21,508) (10,944,813) Gain on derivative liability (4,083,787) - (4,083,787) Amortization of debt discount to interest expense 0 21,508 0 Balance at December 31, 2017 $ 0 $ 0 $ (4,083,787)

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Notes
Commitments and Contingencies	NOTE 8 - COMMITMENTS AND CONTINGENCIES Operating Lease Obligations The Company entered into a lease for office space in February 2017 for $950 per month. In November 2017 the Company signed a six month extension of the lease with a lease payment of $978 per month. Obligations under this lease are as follows: 2018 2019 2020 Office lease $ 7,771 $ 0 $ 0 Capital Lease Obligations In 2017 the Company entered into an equipment lease agreement for a nitric oxide analyzer, with a monthly payment of $1,014. The lease contains a purchase option whereby the lease term is extended eight months and 70% of each lease payment will be applied to the purchase price of the asset. The Company plans to exercise this option, and as ownership will transfer to the company at the end of this lease, the Company has recorded the transaction as a capital lease. At inception of the lease the Company capitalized the fair value of the asset of $35,970 and recorded the lease liability. Accumulated depreciation of capital lease assets was $5,396 and $0 as of December 31, 2017 and 2016, respectively. Depreciation expense of capitalized lease assets is included in depreciation expense on the statement of operations with that other property and equipment. Obligations under the equipment lease are as follows: 2018 2019 2020 Equipment lease $ 12,167 11,436 $ 0

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Notes
Related Party Transactions	NOTE 9- RELATED PARTY TRANSACTIONS Contributed Services During the year ended December 31, 2017 and 2016, the Company officers contributed services to the Company in the amount of $0 and $0, respectively. The Company officers received no compensation and have no expectation of compensation for these services, either now or in the future, and waive their rights to any such compensation. During the year ended December 31, 2017 and 2016, respectively, the Company engaged in various transactions with a related party, significant shareholder, and debt holder as detailed in Notes 6 and 7 of these financial statements.

Convertible Promissory Notes

Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2017
Notes
Convertible Promissory Notes	NOTE 10 - CONVERTIBLE PROMISORRY NOTES $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. During 2016, $79,810 was advanced to the Company under the same terms of this note. As of December 31, 2017 and 2016 principal outstanding of $100,000 and $179,810, respectively, and accrued interest outstanding was $36,129 and $31,629, respectively. $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 December 31, 2017 and 2016 with accrued interest balances of $49,953 and $39,545, respectively. $55,000 Convertible Promissory Note On November 18, 2015, the Company received $55,000 for which it issued a convertible note payable with a maturity date of November 18, 2017, unsecured and convertible into shares of common stock at $0.25 per share with a price protection provision to adjust to a lower conversion price.. As the note carries no rate of interest, during 2015, 50,000 shares of restricted common stock were issued in consideration. In December 2016 and January 2017, payments of $27,500 each were made against the note, extinguishing all obligations, and the note was retired. The conversion features and related derivative liabilities (Note 7) in the $130,100 and $55,000 convertible promissory notes and 50,000 shares issued for interest related to the $55,000 note created debt discounts at origination which have been amortized leaving balances as of December 31, 2017 and 2016 of $0 and $21,508, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Notes
Income Taxes	NOTE 11 – INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2017, and 2016, consists of the following: 2017 2016 Federal: Current 0 0 Deferred 0 0 State: Current 0 0 Deferred 0 0 Total 0 0 The income tax provision differs from the amount of income tax determined by applying the U.S. federal and applicable state income tax rates to pretax income from continuing operations for the years ended December 31, 2017, and 2016, due to the following: 2017 2016 Book Income (Loss) $ 1,395,031 $ 3,764,470 Depreciation 4,892 2,788 Shares issued for services 0 398,648 Meals and entertainment 72 270 Amortization of debt discount 8,388 20,211 Loss on derivative 1,440,933 643,662 Net Operating loss (1,085,697) (901,403) Valuation allowance (1,763,619) (3,928,648) Total $ 0 $ 0 Net deferred tax liabilities consist of the following components as of December 31, 2017, and 2016: 2017 2016 Deferred tax assets: NOL Carryover $ (1,085,697) $ (901,403) Deferred tax liabilities Depreciation and amorization (41,668) (28,388) Valuation allowance 1,127,365 929,791 Net deferred tax asset $ 0 $ 0 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. If a change in ownership occurs, then net operating loss carryforwards may be limited as to use in future years. At December 31, 2017, the Company had net operating loss carryforward of approximately $1,203,100 that may be offset against future taxable income from the year 2017 through 2033. The availability of some of the net operating loss will extend into 2036 if not previously utilized. During 2017, the Company evaluated its deferred tax assets and concluded that none of the asset is currently realizable and that a full valuation allowance should be recorded. The valuation allowance increased by $197,574 and leaves the Company with a net deferred tax asset of $0 as of December 31, 2017. Included in the balance at December 31, 2017, are no tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. ASC 470 requires the Company to remeasure the existing net deferred tax asset in the period of enactment. The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act imposes possible limitations on the deductibility of interest expense. As a result of the provisions of the Act, the Company’s deduction for interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company’s financial statements. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act’s enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company does not reflect a deferred tax asset in its financial statements, but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Notes
Subsequent Events	NOTE 12 - SUBSEQUENT EVENTS On February 14, 2018 the Company announced that consulting agreement with Mr. Merrell was terminated effective December 31, 2017, and that a new agreement was entered into under which Mr. Merrell would receive 2,000,000 shares of restricted common stock, vesting at 500,000 shares per year, for his service. As of the date of this report no stock has been issued under this agreement. In March 2018 the Company received a check in the amount of $5,920 from SCS against their $400,000 subscription agreement, totaling 23,680 common shares.

Organization and Description 16

Organization and Description of Business (Policies)	12 Months Ended
	Dec. 31, 2017
Policies
Accounting Method	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments which are necessary for a fair statement of the results for interim periods have been included.
Revenue Recognition	b. Revenue Recognition The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured.
Estimates	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.
Cash and Cash Equivalents	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 of $351,043 we currently have on deposit is in excess of the insured limits for which the FDIC insures.
Property and Equipment	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 fixed assets are depreciated are five to seven years.
Fair Value	f. Fair Value 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 receivable, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments. Additionally, we measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are consistent derivative liabilities which were valued using Level 3 inputs.
Derivative Financial Instruments	g. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including convertible notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. ASC 815, Derivatives and Hedging
Earnings Per Share	h. Earnings per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement. For the year ended December 31, 2017 For the year ended December 31, 2016 Net income (loss) (numerator) $3,577,002 $9,652,488 Basic Shares (denominator) 37,458,750 37,219,360 Earnings per share amount basic $0.10 $0.26 Diluted Shares (denominator) 71,862,570 75,030,231 Earnings per share amount diluted 0.05 0.13 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 the year ended December 31, 2017 there were 34,403,820 outstanding common stock equivalents.
Concentrations and Credit Risk	i. Concentrations and Credit Risk -
Income Taxes	j. 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.
Stock-based Compensation	k. Stock-based Compensation In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued.
New Accounting Pronouncements	Recent Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“AASU”) 2016-16, Income Taxes (Topic 740); Intra-Entity Transfers of Assets Other Than Inventory In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718); Improvements to Employee Share-Based Payments Accounting In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-02, “L eases.” The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration.
Going Concern	NOTE 3 - GOING CONCERN The Company anticipates that the funds on hand as of December 31, 2017, will not be sufficient to successfully prosecute 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 $1,250,000 for 2018. During the year ended December 31, 2017 the Company has entered into subscription agreements in the amount of $20,000, $700,000 and $400,000 and has drawn $772,605 against those agreements, which will fund operations through June 30, 2018. The Company has begun the process of arranging for additional necessary funding and currently retains consultants for that purpose. Management will adjust any salaries and expenditures based on the need for successful continuous operations. If plans to obtain further financing prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Organization and Description 17

Organization and Description of Business (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Earnings Per Share, Basic and Diluted	For the year ended December 31, 2017 For the year ended December 31, 2016 Net income (loss) (numerator) $3,577,002 $9,652,488 Basic Shares (denominator) 37,458,750 37,219,360 Earnings per share amount basic $0.10 $0.26 Diluted Shares (denominator) 71,862,570 75,030,231 Earnings per share amount diluted 0.05 0.13

Property Plant and Equipment (T

Property Plant and Equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Property, Plant and Equipment	December 31, 2017 December 31, 2016 Computer and office equipment 85,343 49,373 Accumulated depreciation (38,834) (26,290) Total Fixed Assets 46,509 23,083

Convertible Notes and Derivat19

Convertible Notes and Derivative Liability (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Derivative Instruments, Gain (Loss)	Derivative Liability Debt Discount Gain on Derivative Liability Balance at January 1, 2016 $ 15,028,600 $ (73,333) 0 Gain on derivative liability (10,944,813) 0 (10,944,813) Amortization of debt discount to interest expense 0 51,825 0 Balance at December 31, 2016 4,083,787 (21,508) (10,944,813) Gain on derivative liability (4,083,787) - (4,083,787) Amortization of debt discount to interest expense 0 21,508 0 Balance at December 31, 2017 $ 0 $ 0 $ (4,083,787)

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Future Minimum Lease Payments for Capital Leases	2018 2019 2020 Office lease $ 7,771 $ 0 $ 0
Equipment lease	2018 2019 2020 Equipment lease $ 12,167 11,436 $ 0

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Components of Income Tax Expense (Benefit)	2017 2016 Federal: Current 0 0 Deferred 0 0 State: Current 0 0 Deferred 0 0 Total 0 0
Schedule of Effective Income Tax Rate Reconciliation	2017 2016 Book Income (Loss) $ 1,395,031 $ 3,764,470 Depreciation 4,892 2,788 Shares issued for services 0 398,648 Meals and entertainment 72 270 Amortization of debt discount 8,388 20,211 Loss on derivative 1,440,933 643,662 Net Operating loss (1,085,697) (901,403) Valuation allowance (1,763,619) (3,928,648) Total $ 0 $ 0
Schedule of Deferred Tax Assets and Liabilities	2017 2016 Deferred tax assets: NOL Carryover $ (1,085,697) $ (901,403) Deferred tax liabilities Depreciation and amorization (41,668) (28,388) Valuation allowance 1,127,365 929,791 Net deferred tax asset $ 0 $ 0

Organization and Description 22

Organization and Description of Business (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Net income	$ 3,577,002	$ 9,652,488
Weighted average common shares outstanding - basic	37,458,750	37,219,360
Basic earnings per share	$ 0.10	$ 0.26
Weighted average common shares outstanding - diluted	71,862,570	75,030,231
Diluted earnings per share	$ 0.05	$ 0.13
Outstanding common stock equivalents	34,403,820
Planned expenditures	$ 1,250,000
20000 subscription agreement	20,000
February 2017 subscription agreement	700,000
400000 subscription agreement	400,000
Amount Used From Subscription	$ 772,605

Property Plant and Equipment (D

Property Plant and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Property, Plant and Equipment, Gross	$ 85,343	$ 49,373
Accumulated Depreciation	(38,834)	(26,290)
Property and equipment, net	46,509	23,083
Depreciation expense	$ 12,543	$ 7,148

Preferred and Common Stock (Det

Preferred and Common Stock (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2018	Feb. 02, 2017	Nov. 12, 2012
Details
Preferred stock authorized		10,000,000	10,000,000
Preferred stock par value		$ 0.001	$ 0.001
20000 subscription agreement		$ 20,000
February 2017 subscription agreement		700,000
400000 subscription agreement		$ 400,000
Fair Value Assumptions, Exercise Price					$ 0.25
Stock Subscription Shares		4,480,000
20000 subscription agreement amount received		$ 19,000
700000 subscription agreement amount received		693,605
60000 subscription agreement amount received		$ 60,000
Total stock subscription right to purchase shares		3,090,422
Total stock subscription right to purchase shares issued		116,000
Total stock subscription right to purchase shares unissued		2,974,422
Sale of Stock, Number of Shares Issued in Transaction		422,500
Common Stock issued for debt, shares			267,500
stock subscription received		$ 109,501
subscription shares to be issued		6,250
Stock subscription payable		$ 806,405	$ 24,675	$ 5,920
Common Stock, Shares Subscribed but Unissued		3,199,422	75,000
Right to purchase total shares		1,385,578
amount that the investor has the right to invest		$ 346,395
Stock Repurchased and Retired During Period, Shares		499,144	2,000,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures	4,000,000	500,000
Stock Repurchased During Period, Value		$ 2,000
Payments for stock returned and cancelled in settlement		60,000	$ 0
Shares issued for conversion of debt		79,810	$ 0
SCS convertible promissory note principal		$ 100,000				$ 100,000
Stock issued in conversion, shares		304,525

Convertible Notes and Derivat25

Convertible Notes and Derivative Liability (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Details
Increase (Decrease) in Deferred Liabilities		$ 4,083,787	$ 15,028,600
amortized debt discount balance		(21,508)	$ (73,333)
(Gain) loss on derivative liability Feature	$ (4,083,787)	(10,944,813)
Amortization of debt discount	$ 21,508	$ 51,825

Items (Details)

Items (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Nov. 12, 2012
Details
Proceeds from loans payable	$ 0	$ 79,810	$ 55,000
SCS convertible promissory note principal	$ 100,000			$ 100,000

Commitments and Contingencies27

Commitments and Contingencies (Details) - USD ($)	1 Months Ended		12 Months Ended
	Nov. 30, 2017	Feb. 28, 2017	Dec. 31, 2017	Dec. 31, 2016
Details
monthly office lease payment	$ 978	$ 950
Capital Leases, Future Minimum Payments, Next Rolling Twelve Months			$ 7,771
monthly equipment lease payment			1,014
Equipment acquired with loan			35,970	$ 0
Equipment depreciation			5,396	$ 0
Other Commitments, Future Minimum Payments, Remainder of Fiscal Year			12,167
Other Commitment, Due in Second Year			$ 11,436

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Services contributed by officers	$ 0	$ 0

Convertible Promissory Notes (D

Convertible Promissory Notes (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Nov. 12, 2012
Details
SCS convertible promissory note principal		$ 100,000			$ 100,000
SCS convertible promissory note interest rate		5.50%
SCS convertible promissory note conversion price		$ 0.01
Shares issued for conversion of debt		$ 79,810	$ 0
SCS convertible promissory note principal total		179,810
SCS convertible promissory note interest accrued		$ 36,129	31,629
130,100 convertible promissory note interest rate		8.00%
130,100 convertible promissory note conversion price		$ 0.01
130,100 convertible promissory note principal balace		$ 130,100
130,100 convertible promissory note accrued interest		49,953	39,545
Proceeds from loans payable		$ 0	79,810	$ 55,000
55,000 convertible promissory note conversion price		$ 0.25
Common Stock issued for cash, shares	50,000
Payments on convertible debt - related party		$ 27,500	27,500
Debt discount amortization		$ 21,508	$ 51,825

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Current Federal Tax Expense (Benefit)	$ 0
Deferred Federal Income Tax Expense (Benefit)	0
Current State and Local Tax Expense (Benefit)	0
Deferred State and Local Income Tax Expense (Benefit)	0
Current Income Tax Expense (Benefit)	0
Income (Loss) from Continuing Operations before Income Taxes, Domestic	1,395,031	$ 3,764,470
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Depreciation, Amount	4,892	2,788
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount	0	398,648
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount	72	270
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Amount	8,388	20,211
Effective Income Tax Rate Reconciliation, Deduction, Other, Amount	1,440,933	643,662
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	(1,085,697)	(901,403)
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	(1,763,619)	(3,928,648)
Total	0	0
Deferred Tax Assets, Operating Loss Carryforwards	(1,085,697)	(901,403)
Deferred Tax Liabilities, Other	(41,668)	(28,388)
Tax Credit Carryforward, Valuation Allowance	1,127,365	929,791
Deferred Tax Assets, Net	0	$ 0
Deferred Tax Assets, Tax Credit Carryforwards	1,203,100
Valuation Allowances and Reserves, Period Increase (Decrease)	$ 197,574

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Sep. 30, 2016	Dec. 31, 2017	Dec. 31, 2016
Details
Merrell stock compensation			2,000,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		4,000,000	500,000
Stock subscription payable	$ 5,920		$ 806,405	$ 24,675
400000 subscription agreement			$ 400,000
SCS shares issued	23,680