Nu-Med Plus (NUMD) 10-Q 15 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - $ / shares	May 14, 2019	Mar. 31, 2019
Details
Registrant Name		Nu-Med Plus, Inc.
Registrant CIK		0001543637
SEC Form		10-Q
Period End date		Mar. 31, 2019
Fiscal Year End		--12-31
Trading Symbol		NUMD
Tax Identification Number (TIN)		453672530
Number of common stock shares outstanding	41,514,375
Filer Category		Non-accelerated Filer
Current with reporting		Yes
Small Business		true
Emerging Growth Company		true
Ex Transition Period		false
Amendment Flag		false
Document Fiscal Year Focus		2019
Document Fiscal Period Focus		Q1
Entity Incorporation, State Country Name		Utah
Entity Listing, Par Value Per Share	$ 0.001

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets
Cash	$ 23,276	$ 167,513
Prepaid expense	93,170	218,712
Total current assets	116,446	386,225
Long-term assets
Property and equipment, net	33,016	36,791
Operating lease right-of-use of assets	5,039	0
Total long-term assets	38,055	36,791
Total assets	154,501	423,016
Current liabilities
Accounts payable	25,048	9,782
Accounts payable - related party	6,000	6,000
Accrued expense	104,565	117,648
Financing lease liability	8,417	10,959
Operating lease liability	5,039	0
Convertible Promissory Notes - Related party	230,100	230,100
Total current liabilities	379,169	374,489
Total liabilities	379,169	374,489
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; 41,514,375 and 41,274,375 shares issued and outstanding, as of March 31, 2019 and December 31, 2018, respectively.	41,514	41,274
Additional paid-in capital	4,961,247	4,851,487
Stock subscription payable	894,175	849,175
Accumulated deficit	(6,121,604)	(5,693,409)
Total stockholders' equity (deficit)	(224,668)	48,527
Total liabilities and stockholders' equity (deficit)	$ 154,501	$ 423,016

Condensed Balance Sheets - Pare

Condensed Balance Sheets - Parenthetical - $ / shares	Mar. 31, 2019	Dec. 31, 2018
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	41,514,375	41,274,375
Common Stock, Shares, Outstanding	41,514,375	41,274,375

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Details
Revenue	$ 0	$ 0
Operating expenses
General and administrative expense	38,517	21,864
Payroll expense	61,494	11,475
Rent expense	4,599	4,454
Professional and consulting fees	315,343	101,185
Depreciation expense	3,775	3,585
Total operating expenses	423,728	142,563
Operating Loss	(423,728)	(142,563)
Other income/expense
Interest expense	(4,477)	(4,958)
Interest income	10	35
Total other income/expense	(4,467)	(4,923)
Income tax expense	0	0
Net income (loss)	$ (428,195)	$ (147,486)
Basic and diluted earnings per share	$ (0.01)	$ 0
Weighted average common shares outstanding - basic and diluted	41,473,042	37,563,125

Statement of Stockholders' Defi

Statement of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Other Additional Capital	Retained Earnings	Total
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2017	0
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2017		37,563,125
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2017	$ 0	$ 37,563	$ 3,728,837	$ 806,405	$ (4,504,563)	$ 68,242
Stock issued for services performed						50,000
Net income (loss)	0	$ 0	0	0	(147,486)	(147,486)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2018		37,563,125
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2018	0	$ 37,563	3,728,837	864,625	(4,652,049)	(21,024)
Stock subscription payable - service	0	0	0	50,000	0	50,000
Stock subscription payable - cash	$ 0	$ 0	0	8,220	0	$ 8,220
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2018	0					0
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018		41,274,375				41,274,375
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2018	$ 0	$ 41,274	4,851,487	849,175	(5,693,409)	$ 48,527
Common Stock issued under subscription		40,000				40,000
Proceeds from issuance of common stock	0	$ 40	9,960	(10,000)	0	$ 0
Stock issued for cash		200,000
Stock issued for cash	0	$ 200	49,800	0	0	50,000
Stock issued for services performed	0	0	50,000	0	0	50,000
Net income (loss)	0	$ 0	0	0	(428,195)	$ (428,195)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2019		41,514,375				41,514,375
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2019		$ 41,514	4,961,247	849,175	(6,121,604)	$ (224,668)
Stock subscription payable - cash	$ 0	$ 0	$ 0	$ 55,000	$ 0	$ 55,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net income (loss)	$ (428,195)	$ (147,486)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	3,775	3,585
Amortization of right of use asset	3,021	0
Stock issued for services performed	50,000	50,000
(Increase) decrease in prepaid expenses	125,542	2,500
(Increase) decrease in operating lease liability	(3,021)	0
Increase (decrease) in accounts payable	15,266	5,632
Increase (decrease) in accrued expense	(13,083)	4,014
Net cash used in operating activities	(246,695)	(81,755)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from stock subscriptions payable	105,000	8,220
Payments on financing lease	(2,542)	(2,088)
Net cash provided by financing activities	102,458	6,132
Net increase (decrease) in cash	(144,237)	(75,623)
Cash at beginning of period	167,513	351,043
Cash at end of period	23,276	275,420
Supplemental schedule of cash flow information
Cash paid for interest	494	0
Non-cash Investing and financing:
Common stock issued for subscription payable	$ 10,000	$ 0

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2019
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 Interim Financial Statement Presentation The accompanying unaudited financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2018 financial statements. Operating results for the three-months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. b. Revenue Recognition The Financial Accounting Standards Board (“FASB”) issued new guidance for the recognizing and reporting of revenue in contracts with customers. The effective date for implementation for public companies 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 an early-stage company with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606. c. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. d. 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 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. e. 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 $23,276 we currently have on deposit is within the limits for which the FDIC insures. f. 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. g. Leases In February 2016, the FASB updated the accounting guidance related to leases, requiring lessees to recognize lease assets and liabilities on the balance sheet for all operating leases, with the exception of short-term leases. We adopted the updated guidance on January 2019 on a prospective basis and as a result, prior periods presented in these financial statements have not been adjusted to reflect the impact of this new guidance. The resultant assets and liabilities recognized in the current period will be amortized over the remaining life of the respective leases. 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 as follows: 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 March 31, 2019 and 2018, there were convertible notes which could be converted into 36,581,072 shares and 31,560,500 shares of restricted common stock, respectively. In addition, at March 31, 2019 and March 31, 2018 there were stock subscriptions for which 3,572,950 and 3,357,300 shares of stock, respectively, are to be issued. i. Income Taxes Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. j. Stock-based Compensation The Company, in accordance with ASC 718, Compensation – Stock Compensation Measurement Objective – Fair Value at Grant Date The Company, in accordance with this updated standard, establishes the value of equity instruments issued to non-employees for goods and services by using the closing price of the stock, as quoted by NASDAQ on the date of the grant. The Company believes this method fairly establishes the value of the goods and/or services received. k. Recent Accounting Pronouncements In July 2018, the Financial Accounting Standards Board issued ASU No. 2018-11 “ Leases Leases June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2019
Notes
GOING CONCERN	NOTE 3 - GOING CONCERN The Company acknowledges that the funds on hand as of March 31, 2019, will not be sufficient to enable it to execute its business plan and funding through the sale of equity capital and short term related party and other shareholder loans in order to meet the planned expenditures for development, operations, and administrative cost over the next 12 months will be required. Planned expenditures are approximately $1,200,000 for the next twelve months. The Company is currently funded through August 31, 2019. 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.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2019
Notes
Property and Equipment	NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation consisted of the following at March 31, 2019, and December 31, 2018: March 31, 2018 December 31, 2018 Computer and Office $ 90,368 $ 90,368 Accumulated depreciation (57,352) (53,577) Total Fixed Assets $ 33,016 $ 36,791 Depreciation expense for the three months ended March 31, 2019 and 2018 was $3,775 and $3,585, respectively.

Preferred and Common Stock

Preferred and Common Stock	3 Months Ended
	Mar. 31, 2019
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 March 31, 2019. NOTE 6 - COMMON STOCK Stock issued for stock subscription payable As of March 31, 2019 and 2018, the Company has a subscription payable of $894,175 and $864,625, for which they have the obligation to issue 3,572,950 and 3,357,300 shares of restricted common stock, respectively. During the three months ended March 31, 2019, the Company issued 40,000 shares of restricted common stock for $10,000 received during the year ended December 31, 2018. 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 $400,000 in shares of common stock at $0.25 per share. The agreement expires on December 31, 2019. We received $55,000 under this agreement during the period ended March 31, 2019 and for 220,000 shares of restricted common stock. The buyer has the option to fund an additional $191,930 for 767,720 shares of common stock, until the expiration on December 31, 2019. At the date of this report no stock has been issued against this agreement. As of March 31, 2019, the shares that have yet to be issued have been recorded as a subscription payable in the amount of $208,070. Stock issued for services In September 2018, the Company issued 650,000 shares of stock to two consultants. Of the 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 $122,055 was recorded as consulting expense for the three months ended March 31, 2019 and $432,750 was recorded as consulting expense during the year ended December 31, 2018. A prepaid expense of $84,195 is recorded and will be amortized over the term of the consulting agreement. Stock issued for compensation On February 14, 2018 the Company announced that the consulting agreement with 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 services to be performed between January 1, 2018 and December 31, 2021. The shares were valued at $800,000. An expense of $50,000 was recorded for the three-month period ended March 31, 2019 and an expense of $200,000 was recorded for the year ended December 31, 2018, which represents the fair value of the stock vested during that reporting period. The remaining $550,000 will be expensed over the remaining term of the contract as services are rendered.

Convertible Notes and Derivativ

Convertible Notes and Derivative Liability	3 Months Ended
	Mar. 31, 2019
Notes
Convertible Notes and Derivative Liability	NOTE 7 – CONVERTIBLE PROMISSORY 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 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 March 31, 2019 and December 31, 2018 The Company has unpaid accrued interest of $56,832 and $55,453, 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. The balance of this note was $130,100 at March 31, 2019 and December 31, 2018 the unpaid accrued interest on this note was $44,751 and $42,149, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Notes
Commitments and Contingencies	NOTE 8 - COMMITMENTS AND CONTINGENCIES The Company has obligations under both a financing lease and operating lease, as detailed below. Operating Lease Obligations The following was included in our consolidated condensed balance sheet as of March 31, 2019: Leases As of March 31, 2019 Assets ROU operating lease assets $ 5,039 Liabilities Short-term operating lease liabilities $ 5,039 Total operating lease liabilities $ 5,039 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 2019 2020 2021 Office lease $ 5,039 $ - $ - Upon the adoption of ASC 842, the calculation of our lease obligation using a discount rate of 8% resulted in an immaterial difference and therefore, no interest will be imputed on the lease obligation. Supplemental cash flow information related to leases for the period ended March 31, 2019: First Quarter 2019 Right-of-use operating lease assets obtained in exchange for operating lease liabilities $8,063 Financing Lease Obligations In March 2017, the Company also entered into a 32-month lease for a nitric oxide analyzer, with a monthly payment of $1,014 per month. Year ended December 31, Amounts under operating leases Remaining 2019 $ 9,045 Total lease payment 9,045 Less: Imputed interest (628) Total $ 8,417 The lease is a financing 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. As of March 31, 2019, the following disclosures for remaining lease term and incremental borrowing rates were applicable: Supplemental disclosure March 31, 2019 Weighted average remaining financing lease term 0.75 years Weighted average discount rate 1.67%

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Notes
Subsequent Events	NOTE 9 - SUBSEQUENT EVENTS The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no events that require disclosure as of the date of issuance.

Organization and Description _2

Organization and Description of Business (Policies)	3 Months Ended
	Mar. 31, 2019
Policies
Accounting Method	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Interim Financial Statement Presentation The accompanying unaudited financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2018 financial statements. Operating results for the three-months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.
Revenue Recognition	b. Revenue Recognition The Financial Accounting Standards Board (“FASB”) issued new guidance for the recognizing and reporting of revenue in contracts with customers. The effective date for implementation for public companies 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 an early-stage company with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606.
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.
Fair Value	d. 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 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.
Cash and Cash Equivalents	e. 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 $23,276 we currently have on deposit is within the limits for which the FDIC insures.
Property and equipment	f. 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.
Leases	g. Leases In February 2016, the FASB updated the accounting guidance related to leases, requiring lessees to recognize lease assets and liabilities on the balance sheet for all operating leases, with the exception of short-term leases. We adopted the updated guidance on January 2019 on a prospective basis and as a result, prior periods presented in these financial statements have not been adjusted to reflect the impact of this new guidance. The resultant assets and liabilities recognized in the current period will be amortized over the remaining life of the respective leases.
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 as follows: 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 March 31, 2019 and 2018, there were convertible notes which could be converted into 36,581,072 shares and 31,560,500 shares of restricted common stock, respectively. In addition, at March 31, 2019 and March 31, 2018 there were stock subscriptions for which 3,572,950 and 3,357,300 shares of stock, respectively, are to be issued.
Income Taxes	i. Income Taxes Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Equity Instruments Issued For Non-cash Items	j. 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 this updated standard, establishes the value of equity instruments issued to non-employees for goods and services by using the closing price of the stock, as quoted by NASDAQ on the date of the grant. The Company believes this method fairly establishes the value of the goods and/or services received.
New Accounting Pronouncements	k. Recent Accounting Pronouncements In July 2018, the Financial Accounting Standards Board issued ASU No. 2018-11 “ Leases Leases June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2019
Tables/Schedules
Property, Plant and Equipment	March 31, 2018 December 31, 2018 Computer and Office $ 90,368 $ 90,368 Accumulated depreciation (57,352) (53,577) Total Fixed Assets $ 33,016 $ 36,791

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2019
Tables/Schedules
Lessee, Operating Lease, Disclosure	Leases As of March 31, 2019 Assets ROU operating lease assets $ 5,039 Liabilities Short-term operating lease liabilities $ 5,039 Total operating lease liabilities $ 5,039
Schedule of Future Minimum Lease Payments for Capital Leases	2019 2020 2021 Office lease $ 5,039 $ - $ -
Lessee, Operating Lease, Liability, Maturity	Year ended December 31, Amounts under operating leases Remaining 2019 $ 9,045 Total lease payment 9,045 Less: Imputed interest (628) Total $ 8,417

Organization and Description _3

Organization and Description of Business (Details) - USD ($)	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Dec. 31, 2018
Details
Cash	$ 23,276		$ 23,276	$ 167,513
Convertible Notes Dilutive Shares	36,581,072	31,560,500
Stock Issued During Period, Shares, Period Increase (Decrease)	3,572,950	3,357,300	3,572,950

GOING CONCERN (Details)

GOING CONCERN (Details)	3 Months Ended
	Mar. 31, 2019USD ($)
Details
Planned expenditures	$ 1,200,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Details
Property, Plant and Equipment, Gross	$ 90,368		$ 90,368
Accumulated Depreciation	(57,352)		(53,577)
Property and equipment, net	33,016		$ 36,791
Depreciation expense	$ 3,775	$ 3,585

Preferred and Common Stock (Det

Preferred and Common Stock (Details) - USD ($)	Mar. 31, 2019	Mar. 31, 2018	Sep. 02, 2017	Sep. 30, 2018	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Dec. 31, 2018
Details
Preferred Stock, Shares Authorized	10,000,000				10,000,000		10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001				$ 0.001		$ 0.001	$ 0.001
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	$ 894,175	$ 864,625			$ 894,175	$ 864,625	$ 894,175
Stock Issued During Period, Shares, Period Increase (Decrease)	3,572,950	3,357,300			3,572,950
Common Stock issued under subscription					40,000
Proceeds from Issuance of Common Stock					$ 10,000
400,000 Stock Subscription Amount					400,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price			$ 0.25
400,000 Amount Used From Subscription					55,000
Remaining Shares Under $400,000 Stock Purchase Agreement			220,000
400,000 Additional Amount Available From Subscription					191,930
Additional Shares Available Under $400,000 Stock Purchase Agreement			767,720
400,000 Subscription Payable	$ 208,070				$ 208,070		208,070
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures				650,000	500,000
Consulting stock compensation 1					150,000
Consulting stock compensation 2					500,000
Stock issued for services performed				$ 639,000	$ 50,000	$ 50,000
Consulting expense					122,055		432,750
Other Prepaid Expense, Current	$ 84,195				$ 84,195		84,195
Merrell stock compensation					2,000,000
Merrell stock compensation value					$ 800,000
Services Rendered for Subscription Receivable					50,000		$ 200,000
Merrell stock compensation remaining value					$ 550,000

Convertible Notes and Derivat_2

Convertible Notes and Derivative Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Nov. 12, 2012
Details
SCS convertible promissory note principal	$ 56,832	$ 55,453	$ 100,000
SCS convertible promissory note interest rate	5.50%
SCS convertible promissory note conversion price	$ 0.01
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	$ 44,751	$ 42,149

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	3 Months Ended	7 Months Ended	12 Months Ended
	Mar. 31, 2019	May 31, 2018	Jun. 30, 2019	Dec. 31, 2018
Details
Operating lease right-of-use of assets	$ 5,039			$ 0
Operating Lease, Liability, Current	5,039
Operating lease liability	5,039			0
monthly office lease payment	950	$ 978	$ 1,008
Capital Leases, Future Minimum Payments Due	5,039
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	8,063
monthly equipment lease payment	1,014
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	9,045
Lessee, Operating Lease, Liability, Payments, Due	9,045
Finance Lease, Interest Payment on Liability	(628)
Financing lease liability	$ 8,417			$ 10,959
Operating Lease, Weighted Average Remaining Lease Term	9 months
Operating Lease, Weighted Average Discount Rate, Percent	1.67%