Nu-Med Plus (NUMD) 10-K 1 Apr 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	Apr. 01, 2019	Dec. 31, 2018	Jun. 30, 2018
Details
Registrant Name		Nu-Med Plus, Inc.
Registrant CIK		0001543637
SEC Form		10-K
Period End date		Dec. 31, 2018
Fiscal Year End		--12-31
Trading Symbol		NUMD
Tax Identification Number (TIN)		453672530
Number of common stock shares outstanding	41,514,375
Public Float			$ 20,707,863
Filer Category		Non-accelerated Filer
Current with reporting		Yes
Voluntary filer		No
Well-known Seasoned Issuer		No
Shell Company		false
Small Business		true
Emerging Growth Company		true
Ex Transition Period		false
Amendment Flag		false
Document Fiscal Year Focus		2018
Document Fiscal Period Focus		FY
Entity Incorporation, State Country Name		Utah
Entity Listing, Par Value Per Share	$ 0.001

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash	$ 167,513	$ 351,043
Prepaid expense	218,712	9,167
Total current assets	386,225	360,210
Long-term assets
Property and equipment, net	36,791	46,509
Total long-term assets	36,791	46,509
Total assets	423,016	406,719
Current liabilities
Accounts payable	9,782	0
Accounts payable - related party	6,000	4,000
Accrued Expense	117,648	84,411
Equipment loan - current portion	10,959	9,399
Convertible Promissory Notes - Related party	230,100	230,100
Total current liabilities	374,489	327,910
Long-term liabilities
Equipment loan - long-term portion	0	10,567
Total liabilities	374,489	338,477
Commitments and contingencies	0	0
Stockholders' equity (deficit)
Preferred stock; $0.001 par value; 10,000,000 authorized; no shares issued and outstanding, respectively.	0	0
Common stock; $0.001 par value; 90,000,000 authorized; 41,274,375 and 37,563,125 shares issued and outstanding, as of September 30, 2018 and December 31, 2017, respectively.	41,274	37,564
Additional paid-in capital	4,851,487	3,728,836
Stock subscription payable	849,175	806,405
Accumulated deficit	(5,693,409)	(4,504,563)
Total stockholders' equity (deficit)	48,527	68,242
Total liabilities and stockholders' equity (deficit)	$ 423,016	$ 406,719

Balance Sheets - Parenthetical

Balance Sheets - Parenthetical - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	90,000,000	90,000,000
Common Stock, Shares, Issued	41,274,375	37,563,125
Common Stock, Shares, Outstanding	41,274,375	37,563,125

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Details
Revenue	$ 0	$ 0
Operating expenses
General and administrative expense	128,103	64,965
Payroll expense	246,183	39,401
Rent expense	18,102	17,241
Professional and consulting fees	762,180	332,369
Depreciation expense	14,743	12,543
Total operating expenses	1,169,311	466,519
Operating Loss	(1,169,311)	(466,519)
Other income/expense
Interest income	101	122
Interest expense	(19,536)	(18,880)
Amortization of debt discount	0	(21,508)
Loss on derivative	0	4,083,787
Total other income/expense	(19,435)	4,043,521
Net income (loss) before income taxes	(1,188,746)	3,577,002
Income tax expense	100	0
Net income (loss)	$ (1,188,846)	$ 3,577,002
Basic income (loss) per share	$ (0.03)	$ 0.10
Weighted average common shares outstanding - basic	41,785,309	37,458,750
Diluted income (loss) per share	$ (0.03)	$ 0.05
Weighted average common shares outstanding - diluted	41,785,309	71,862,570

Statement of Stockholders' Defi

Statement of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Other Additional Capital	Retained Earnings	Total
Balance, January 1, 2017 at Dec. 31, 2016	0
Balance, January 1, 2017 at Dec. 31, 2016		37,241,744
Balance, January 1, 2017 at Dec. 31, 2016	$ 0	$ 37,242	$ 3,580,348	$ 24,675	$ (8,081,565)	$ (4,439,300)
Stock issued in conversion		304,525
Stock issued in conversion	0	$ 304	79,506	0	0	79,810
Common stock returned and cancelled in settlement		(499,144)
Common Stock issued under subscription		516,000
Proceeds from issuance of common stock	0	$ 516	128,484	(129,000)	0	0
Common Stock issued under subscription	0	2,000	230,061	0	0	232,063
Net income (loss)	0	$ 0	0	0	3,577,002	$ 3,577,002
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2017		37,563,125				37,563,125
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2017		$ 37,564	3,728,836	806,405	(4,504,563)	$ 68,242
Stock subscription payable - service	0	0	0	38,125	0	38,125
Common stock returned and cancelled in settlement	0	(499)	(59,501)	0	0	(60,000)
Stock subscription payable - cash	0	$ 0	0	872,605	0	$ 872,605
Balance, January 1, 2017 at Dec. 31, 2017						0
Stock issued in conversion						$ 0
Common stock returned and cancelled in settlement						3,392,950
Common Stock issued under subscription		1,061,250
Proceeds from issuance of common stock	0	$ 1,061	254,239	(60,300)	0	$ 195,000
Stock issued for service		650,000
Stock issued for service	0	$ 650	638,350	0	0	639,000
Common Stock issued under subscription		2,000,000
Net income (loss)	0	$ 0	0	0	(1,188,846)	$ (1,188,846)
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2018		41,274,375				41,274,375
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2018	0	$ 41,275	4,851,488	849,175	(5,693,409)	$ 48,527
Stock subscription payable - service						0
Common stock returned and cancelled in settlement						0
Stock subscription payable - cash	$ 0	$ 0	$ 0	$ 103,070	$ 0	$ 103,070

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ (1,188,846)	$ 3,577,002
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	14,743	12,543
Stock-based compensation	232,061	0
Stock subscription payable - service	0	38,125
Stock issued for services performed	432,863	0
Gain on derivative liability feature	0	(4,083,787)
Amortization of debt discount	0	21,508
(Increase) decrease in prepaid expenses	(3,408)	(9,167)
(Decrease) increase in accounts payable	9,782	(5,066)
Decrease in related party payables	2,000	0
Increase (decrease) in accrued expense	33,237	18,332
Net cash used in operating activities	(467,568)	(430,510)
Cash flows from investing activities:
Purchase of equipment	(5,025)	0
Net cash used in investing activities	(5,025)	0
Cash flows from financing activities
Proceeds from issuance of common stock	195,000	0
Stock subscription payable - cash	103,070	872,605
Common stock returned and cancelled in settlement	0	(60,000)
Payments on equipment loan	(9,007)	(16,002)
Payments on convertible notes payable	0	(27,500)
Net cash provided by financing activities	289,063	769,103
Net increase (decrease) in cash	(183,530)	338,593
Cash at beginning of period	351,043	12,450
Cash at end of period	167,513	351,043
Supplemental schedule of cash flow information
Cash paid for interest	3,106	2,987
Cash paid for income tax	0	0
Supplemental schedule of non-cash financing activities
Common stock issued to settle subscription payable	60,300	179,000
Stock issued in conversion	0	79,810
Equipment loan	$ 0	$ 35,970

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2018
Notes
Organization and Description of Business	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Nu-Med Plus, Inc. (or “the Company”) 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 the development of Nitric Oxide delivery devices, including a hospital unit, a clinical unit to be used in doctors’ offices and extended care facilities, a portable unit and a single use disposable unit. We are also developing a powder formulation to generate Nitric Oxide that is 99% pure, with a 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 Financial Accounting Standards Board (“FSB”) issued new guidance for the recognizing and reporting of revenue in contracts with customers. The effective date for implementation for public companies is 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 a development 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 of $167,513 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 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. 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. The company included shares subscribed but unissued in its calculation of earnings per share. For the year ended December 31, 2018 For the year ended December 31, 2017 Net (loss) earnings (numerator) $ (1,188,846) $ 3,577,002 Basic Shares (denominator) 41,785,309 37,458,750 Earnings per share amount basic $ (0.03) $ 0.10 Diluted Shares (denominator) 41,785,309 71,862,570 Earnings per share amount diluted $ (0.03) $ 0.05 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 December 31, 2018 and 2017 there were 32,795,200 and 34,403,820 , respectively, potential dilutive shares that needed to be considered as common share equivalents. As of December 31, 2018 the dilutive shares were excluded from the calculation for diluted earnings per share as there was a net loss and their inclusion in the calculation would be anti-dilutive. 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 The Company, in accordance with ASC 718, Compensation – Stock Compensation Measurement Objective – Fair Value at Grant Date The Company, in accordance with ASC 505, Compensation – Stock Compensation l. Recent Accounting Pronouncements Public Law No. 115-97, known as the Tax Cuts and Jobs Act “the “Tax Act”). Enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. Also on December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. Any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined. As the Company has net operating loss carryforwards which will offset tax liability for the coming year or years, no adjustments for the effect of the income tax rate change is reflected in our financial statements. In February 2016, the Financial Standards Accounting Board (“FASB”) issued ASU 2016-02, “Leases”, which is intended to improve financial reporting for lease transactions. This ASU will require organizations that lease assets, such as real estate and manufacturing equipment, to recognize both assets and liabilities on their balance sheet for the rights to use those assets for the lease term and obligations to make the lease payments created by those leases that have terms of greater than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. This ASU will also require disclosures to help investors and other financial statement users better understand the amount and timing of cash flows arising from leases. These disclosures will include qualitative and quantitative requirements, providing addition information about the amounts recorded in the financial statements. The ASU will be adopted by the Company in the first quarter of 2019 and will not have a material impact on its financial statements. In February 2018, the FASB issued Accounting Statement Update No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company is currently evaluating ASU 2018-07 and its impact on its condensed consolidated financial statements or disclosures. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations. NOTE 3 - GOING CONCERN The Company anticipates that the funds on hand as of December 31, 2018, 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 2019. During the year ended December 31, 2017 the Company entered into subscription agreements in the amount of $20,000, $700,000 and $400,000 and drew $772,605 against those agreements during the year ended December 31, 2017 and drew $93,070 during the year ended December 31, 2018. In May 2018 the Company received $110,000 for subscription agreements. In September 2018 the Board reserved for issuance 2,400,000 shares for a private placement of up to $600,000. In 2018 we accepted stock purchase agreements of $95,000, leaving an unsubscribed balance of $505,000 at December 31, 2018. The current funds available will fund operations through March 31, 2019. 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, 2018
Notes
Property Plant and Equipment	NOTE 4 - PROPERTY AND EQUIPMENT Fixed assets and related accumulated depreciation consisted of the following at December 31, 2018, and December 31, 2017: December 31, 2018 December 31, 2017 Computer and office equipment $ 90,368 $ 85,343 Accumulated depreciation (53,577) (38,834) Total Fixed Assets $ 36,791 $ 46,509 Depreciation expense for the years ended December 31, 2018 and 2017 was $14,743 and $12,543, respectively.

Preferred and Common Stock

Preferred and Common Stock	12 Months Ended
	Dec. 31, 2018
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 Common Stock Issued for Cash and Subscription Payable In December 2016 the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $63,000 in shares of common stock at $0.40$ per share. The agreement expired on August 20, 2017. In the year-ended December 31, 2016, we received $2,500 under this agreement for 6,250 shares of restricted common stock. As of December 31, 2018, the 6,250 have yet to be issued and have been recorded as a subscription payable in the amount of $2,500. In January 2017 the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $20,000 in shares of common stock at $0.25 per share. The agreement expired on December 20, 2017. We received $19,000 under this agreement for 76,000 shares of restricted common stock. The 76,000 shares of common stock subscribed, were issued during the year-ended December 31, 2017. In February 2017 the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $700,000 in shares of common stock at $0.25 per share. The agreement expired on February 1, 2018. We received total proceeds of $693,605 under this agreement for 2,774,420 shares of restricted common stock. As of December 31, 2018, the remaining 2,734,420 shares have yet to be issued and have been recorded as a subscription payable in the amount of $683,605. In September 2017 the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $ . In May 2018, the Company entered into three stock subscriptions agreements with two investors. The subscriptions gave the investors the right to purchase up to 440,000 shares of restricted common stock at $0.25 per share. The Company received $110,000 under these subscription agreements and issued the 440,000 shares of restricted stock in June to fully satisfy its obligations under the agreements. In October and December 2018, the Company entered into four stock purchase agreements under which the buyer may purchase up to $10,000, $15,000, $20,000, and $50,000, respectively, in shares of common stock at $0.25 per share. During 2018 the buyers the buyers exercised their rights and purchased 380,000 shares of stock under those agreements for $95,000. The Company issued 340,000 shares of restricted common stock in 2018 and the remaining 40,000 , shares which have yet to be issued, were recorded as a subscription payable in the amount of $10,000 as of December 31, 2018. As stated above, as of December 31, 2018, the Company has a subscription payable of $849,175, for which they have the obligation to issue 3,392,950 shares of restricted common stock. Common Stock Issued to Officer In February 14, 2018 the Company announced that the consulting agreement with the Chief Financial Officer (Mr. Merrell) was terminated effective December 31, 2017, and that a new agreement was entered into effective January 1, 2018 under which Mr. Merrell would receive 2,000,000 shares of restricted common stock, vesting at 500,000 shares per year, for his service. The term of the agreement is for one year, which term automatically renews for one-year extensions up to four years unless terminated by either party with 30 days written notice. The Company issued all 2,000,000 shares to Mr. Merrell on August 20, 2018. Any common shares not earned during the four-year period are to be returned or cancelled. An expense of $232,063, which includes $32,063 to correct an error from the prior year, was recorded for the year ended December 31, 2018, which represents the fair value of the stock vested. A charge will be made each quarter as the shares are earned under the provisions of the agreement until such time as all shares have been earned. Common Stock Issued for Services In September 2018, the Company issued 650,000 shares of stock to two consultants. Of these shares, 150,000 were issued under a consulting contract for services rendered and vested upon issue and 500,000 shares of restricted stock were issued to a consultant for services rendered and to be rendered through June 1, 2019. The common stock was valued at $639,000, of which $432,863 was recorded during the year ended December 31, 2018. A prepaid expense for the remaining balance of $206,250 is recorded and will be amortized over the term of the consulting agreement. 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. As stated above, at December 31, 2018 and 2017, the Company had $849,175 and $806,405, respectively, in stock subscriptions payable for which it is obligated to issue 3,392,950 and 3,199,422 shares of restricted common stock, respectively. Additionally, as of December 31, 2018, an agreement for a purchase of a total of 987,720 shares of common stock for $246,930 are open to be subscribed to by the related party.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2018
Notes
Commitments and Contingencies	NOTE 7 - 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. In March 2018 the Company extended the lease agreement through August 31, 2019 at a rate of $1,008 per month. Obligations under this lease are as follows: 2019 2020 2021 Office lease $ 8,064 $ - $ - In 2018, the Company also entered into a 24-month lease for a nitric oxide analyzer, with a monthly payment of $1,014 per month. Obligations under the equipment lease are as follows: 2019 2020 2021 Equipment lease $ 10,959 $ - $ - The lease is a capital lease, with the option to purchase at the end of the lease term. The Company plans to exercise the purchase option under the lease, whereby 70% of the lease payments will be applied toward the purchase price of the equipment.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Notes
Related Party Transactions	NOTE 8- RELATED PARTY TRANSACTIONS Contributed Services During the year ended December 31, 2018 and 2017, a Company officer contributed services to the Company in the amount of $200,000 and $0, respectively. The Company officer received 500,000 shares of restricted common stock as compensation for those services.

Convertible Promissory Notes

Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2018
Notes
Convertible Promissory Notes	NOTE 9 - CONVERTIBLE PROMISORY NOTES – RELATED PARTY $100,000 Convertible Promissory Note On November 12, 2012, the Company issued a $100,000 convertible promissory note to SCS, a related party and significant shareholder, as compensation for services provided and to be provided during the period April 1, 2012 through March 31, 2013. The note is due on demand, bears annual interest at 5.5%, and is convertible into shares of common stock at a conversion price to be agreed upon immediately prior to conversion. On September 27, 2013, the Company amended the note to include a conversion price which of $0.01 per share for all unpaid principal and interest. As of December 31, 2018 and December 31, 2017 interest accrued, but unpaid, was $55,453 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, 2018 and December 31, 2017 with accrued interest balances of $42,149 and $49,953, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2018
Notes
Income Taxes	NOTE 10 – INCOME TAXES In 2017, the U.S. enacted the Tax Cuts and Jobs Act which significantly changed U.S. tax law. The Act lowered the U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018. This had an affect on the value of the Company’s net operating loss carryover, but since the deferred tax asset is fully reserved, it had no impact on the Company’s financial statements. The impact of the change was reflected in the 2018 financial statements. 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, 2018, and 2017, due to the following: 2018 2017 Book Income (Loss) $ (309,100) $ 1,395,031 Depreciation 3,833 4,892 Shares issued for services 172,881 - Meals and entertainment 155 72 Amortization of debt discount - 8,388 Loss on derivative - (1,592,677) Net Operating loss (1,196,478) (1,064,247) Valuation allowance (1,328,709) (1,248,541) Total $ 0 $ 0 Net deferred tax liabilities consist of the following components as of December 31, 2018, and 2017: 2018 2017 Deferred tax assets: NOL Carryover $ (1,938,113) $ (1,429,531) Deferred tax liabilities Depreciation and amortization 3,833 4,892 Valuation allowance 1,934,280 1,426,639 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, 2018, the Company had net operating loss carryforward of approximately $1,938,113 that may be offset against future taxable income from the year 2018 through 2034. The availability of some of the net operating loss will extend into 2036 if not previously utilized. During 2018, 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 $368,748 and leaves the Company with a net deferred tax asset of $0 as of December 31, 2018. Included in the balance at December 31, 2018, 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.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Notes
Subsequent Events	NOTE 11 - SUBSEQUENT EVENTS In January 2019 the Company received cash proceeds in the amount of $50,000 against a subscription agreement. The Company subsequently issued 200,000 shares of restricted common stock to the buyer in fulfillment of its obligations under that subscription agreement. In January 2019 the Company issued 40,000 shares of restricted common stock to satisfy its obligations under a subscription agreement. In February the Company entered into loan agreements of $20,000 and $15,000 from a shareholder for the payment of operating expenses. The shareholder has the option to accept repayment of the loans or to use those funds to purchase shares of the Company’s restricted common stock under a stock purchase agreement which has not been fully subscribed by him at a conversion rate of $0.25 per share.

Organization and Description _2

Organization and Description of Business (Policies)	12 Months Ended
	Dec. 31, 2018
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 Financial Accounting Standards Board (“FSB”) issued new guidance for the recognizing and reporting of revenue in contracts with customers. The effective date for implementation for public companies is 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 a development 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.
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 $167,513 we currently have on deposit is within the 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.
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. The company included shares subscribed but unissued in its calculation of earnings per share. For the year ended December 31, 2018 For the year ended December 31, 2017 Net (loss) earnings (numerator) $ (1,188,846) $ 3,577,002 Basic Shares (denominator) 41,785,309 37,458,750 Earnings per share amount basic $ (0.03) $ 0.10 Diluted Shares (denominator) 41,785,309 71,862,570 Earnings per share amount diluted $ (0.03) $ 0.05 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 December 31, 2018 and 2017 there were 32,795,200 and 34,403,820 , respectively, potential dilutive shares that needed to be considered as common share equivalents. As of December 31, 2018 the dilutive shares were excluded from the calculation for diluted earnings per share as there was a net loss and their inclusion in the calculation would be anti-dilutive.
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 The Company, in accordance with ASC 718, Compensation – Stock Compensation Measurement Objective – Fair Value at Grant Date The Company, in accordance with ASC 505, Compensation – Stock Compensation
New Accounting Pronouncements	l. Recent Accounting Pronouncements Public Law No. 115-97, known as the Tax Cuts and Jobs Act “the “Tax Act”). Enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. Also on December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. Any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined. As the Company has net operating loss carryforwards which will offset tax liability for the coming year or years, no adjustments for the effect of the income tax rate change is reflected in our financial statements. In February 2016, the Financial Standards Accounting Board (“FASB”) issued ASU 2016-02, “Leases”, which is intended to improve financial reporting for lease transactions. This ASU will require organizations that lease assets, such as real estate and manufacturing equipment, to recognize both assets and liabilities on their balance sheet for the rights to use those assets for the lease term and obligations to make the lease payments created by those leases that have terms of greater than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. This ASU will also require disclosures to help investors and other financial statement users better understand the amount and timing of cash flows arising from leases. These disclosures will include qualitative and quantitative requirements, providing addition information about the amounts recorded in the financial statements. The ASU will be adopted by the Company in the first quarter of 2019 and will not have a material impact on its financial statements. In February 2018, the FASB issued Accounting Statement Update No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity of financial reporting for non-employee share-based payments. Currently, the accounting requirements for non-employee and employee share-based payments are significantly different. ASU 2018-07 expands the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, “Equity — Equity-Based Payments to Nonemployees”. The amendments to ASU 2018 - 07 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of ASU No. 2014-09, (Topic 606), “Revenue from Contracts with Customers”. The Company is currently evaluating ASU 2018-07 and its impact on its condensed consolidated financial statements or disclosures. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.
Going Concern	NOTE 3 - GOING CONCERN The Company anticipates that the funds on hand as of December 31, 2018, 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 2019. During the year ended December 31, 2017 the Company entered into subscription agreements in the amount of $20,000, $700,000 and $400,000 and drew $772,605 against those agreements during the year ended December 31, 2017 and drew $93,070 during the year ended December 31, 2018. In May 2018 the Company received $110,000 for subscription agreements. In September 2018 the Board reserved for issuance 2,400,000 shares for a private placement of up to $600,000. In 2018 we accepted stock purchase agreements of $95,000, leaving an unsubscribed balance of $505,000 at December 31, 2018. The current funds available will fund operations through March 31, 2019. 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 _3

Organization and Description of Business (Tables)	12 Months Ended
	Dec. 31, 2018
Tables/Schedules
Schedule of Earnings Per Share, Basic and Diluted	For the year ended December 31, 2018 For the year ended December 31, 2017 Net (loss) earnings (numerator) $ (1,188,846) $ 3,577,002 Basic Shares (denominator) 41,785,309 37,458,750 Earnings per share amount basic $ (0.03) $ 0.10 Diluted Shares (denominator) 41,785,309 71,862,570 Earnings per share amount diluted $ (0.03) $ 0.05

Property Plant and Equipment (T

Property Plant and Equipment (Tables)	12 Months Ended
	Dec. 31, 2018
Tables/Schedules
Property, Plant and Equipment	December 31, 2018 December 31, 2017 Computer and office equipment $ 90,368 $ 85,343 Accumulated depreciation (53,577) (38,834) Total Fixed Assets $ 36,791 $ 46,509

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2018
Tables/Schedules
Schedule of Future Minimum Lease Payments for Capital Leases	2019 2020 2021 Office lease $ 8,064 $ - $ -
Equipment lease	2019 2020 2021 Equipment lease $ 10,959 $ - $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	2018 2017 Book Income (Loss) $ (309,100) $ 1,395,031 Depreciation 3,833 4,892 Shares issued for services 172,881 - Meals and entertainment 155 72 Amortization of debt discount - 8,388 Loss on derivative - (1,592,677) Net Operating loss (1,196,478) (1,064,247) Valuation allowance (1,328,709) (1,248,541) Total $ 0 $ 0
Schedule of Deferred Tax Assets and Liabilities	2018 2017 Deferred tax assets: NOL Carryover $ (1,938,113) $ (1,429,531) Deferred tax liabilities Depreciation and amortization 3,833 4,892 Valuation allowance 1,934,280 1,426,639 Net deferred tax asset $ 0 $ 0

Organization and Description _4

Organization and Description of Business (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Details
Cash	$ 167,513	$ 351,043
Net income (loss)	$ (1,188,846)	$ 3,577,002
Weighted average common shares outstanding - basic	41,785,309	37,458,750
Basic income (loss) per share	$ (0.03)	$ 0.10
Weighted average common shares outstanding - diluted	41,785,309	71,862,570
Diluted income (loss) per share	$ (0.03)	$ 0.05
Outstanding common stock equivalents	32,795,200	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	93,070	$ 772,605
110,000 Stock Subscription Amount	$ 110,000
Common Stock, Capital Shares Reserved for Future Issuance	2,400,000
Private Placement of $600,000	$ 600,000
Private Placement of $600,000 amount subscribed	95,000
Private Placement of $600,000 amount unsubscribed	$ 505,000

Property Plant and Equipment (D

Property Plant and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Details
Property, Plant and Equipment, Gross	$ 90,368	$ 85,343
Accumulated Depreciation	(53,577)	(38,834)
Property and equipment, net	36,791	46,509
Depreciation expense	$ 14,743	$ 12,543

Preferred and Common Stock (Det

Preferred and Common Stock (Details) - USD ($)	Sep. 02, 2017	Sep. 30, 2018	Feb. 28, 2018	Dec. 31, 2018	Dec. 31, 2017	Feb. 28, 2017	Dec. 31, 2016
Details
Preferred Stock, Shares Authorized				10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.001	$ 0.001
december 2016 stock purchase agreement total				$ 63,000
Sale of Stock, Price Per Share							$ 0.40
december 2016 stock purchase agreement amount received				$ 2,500
subscription shares to be issued				6,250
20000 subscription agreement				$ 20,000
Stock Purchase share price				$ 0.25
20000 subscription agreement amount received				$ 19,000
20000 subscription agreement shares subscribed				76,000
$700000 Stock purchase agreement						$ 700,000
Proceeds from issuance of common stock			$ 693,605	$ 195,000	$ 0
Total stock subscription shares			2,774,420
Common Stock, Shares Subscribed but Unissued				2,734,420
February 2017 Stock Purchase Agreement Subscription Payable				$ 683,605
400,000 Stock Subscription Amount				400,000
Common Stock Returned Value				60,000
Amount Used From Subscription				93,070	772,605
Remaining Shares Under $400,000 Stock Purchase Agreement	612,280
Stock funding amount				$ 246,930
Stock funding shares				987,720
400,000 Amount Used From Subscription				$ 153,070
110,000 Stock Subscription Shares				440,000
110,000 Stock Subscription Amount				$ 110,000
Third quarter purchase agreement 1 amount				10,000
Third quarter purchase agreement 2 amount				15,000
Third quarter purchase agreement 3 amount				20,000
Third quarter purchase agreement 4 amount				$ 50,000
Third quarter purchase agreement per share price				$ 0.25
Third quarter purchase agreement share total				380,000
Private Placement of $600,000 amount subscribed				$ 95,000
Third quarter purchase agreement shares issued				340,000
Third quarter purchase agreement shares unissued				40,000
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable				$ 849,175	806,405
Common stock returned and cancelled in settlement				3,392,950
Merrell stock compensation				2,000,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		650,000		500,000
Services Rendered for Subscription Receivable				$ 232,063
Compensation shares error amount				$ 32,063
Consulting stock compensation 1				150,000
Consulting stock compensation 2				500,000
Stock issued for service				$ 639,000
Stock issued for services performed				432,863	$ 0
Other Prepaid Expense, Current				$ 206,250
Stock Repurchased and Retired During Period, Shares					499,144
Stock subscriptions obligated to issue				3,392,950	3,199,422

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	7 Months Ended	12 Months Ended	15 Months Ended
	May 31, 2018	Dec. 31, 2018	Aug. 31, 2019
Details
monthly office lease payment	$ 978	$ 950	$ 1,008
Capital Leases, Future Minimum Payments Due		8,064
monthly equipment lease payment		1,014
Other Commitments, Future Minimum Payments, Remainder of Fiscal Year		$ 10,959

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Details
Contributed services officer		$ 200,000
Stock-based compensation		$ 232,061	$ 0
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures	650,000	500,000

Convertible Promissory Notes (D

Convertible Promissory Notes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Details
SCS convertible promissory note principal	$ 100,000
SCS convertible promissory note interest rate	5.50%
SCS convertible promissory note conversion price	$ 0.01
SCS convertible promissory note interest accrued	$ 55,453	$ 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	$ 42,149	$ 49,953

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Details
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ (309,100)	$ 1,395,031
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Depreciation, Amount	3,833	4,892
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount	172,881	0
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount	155	72
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Amount	0	8,388
Effective Income Tax Rate Reconciliation, Deduction, Other, Amount	0	(1,592,677)
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	(1,196,478)	(1,064,247)
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	(1,328,709)	(1,248,541)
Total		0
Deferred Tax Assets, Operating Loss Carryforwards	(1,938,113)	(1,429,531)
Deferred Tax Liabilities, Other	3,833	4,892
Tax Credit Carryforward, Valuation Allowance	1,934,280	1,426,639
Deferred Tax Assets, Net of Valuation Allowance	0	$ 0
Deferred Tax Assets, Tax Credit Carryforwards	1,938,113
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease)	368,748
Deferred Tax Assets, Net	$ 0

Subsequent Events (Details)

Subsequent Events (Details)	Dec. 31, 2018USD ($)$ / sharesshares
Details
January 2019 Subscription Agreement	$ 50,000
January 2019 Subscription Agreement Shares | shares	200,000
Third quarter purchase agreement shares unissued | shares	40,000
February 2019 Loan Agreement 1	$ 20,000
February 2019 Loan Agreement 2	$ 15,000
Stock Purchase share price | $ / shares	$ 0.25