Nu-Med Plus (NUMD) 10-Q 14 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - $ / shares	May 14, 2020	Mar. 31, 2020
Details
Registrant CIK		0001543637
Fiscal Year End		--12-31
Registrant Name		Nu-Med Plus, Inc.
SEC Form		10-Q
Period End date		Mar. 31, 2020
Tax Identification Number (TIN)		45-3672530
Number of common stock shares outstanding	44,476,625
Filer Category		Non-accelerated Filer
Current with reporting		Yes
Interactive Data Current		Yes
Shell Company		false
Small Business		true
Emerging Growth Company		true
Ex Transition Period		false
Entity File Number		000-54808
Entity Incorporation, State or Country Code		UT
Entity Address, Address Line One		455 East 500 South, Suite 203
Entity Address, City or Town		Salt Lake City
Entity Address, State or Province		UT
Entity Address, Postal Zip Code		84111
City Area Code		801
Local Phone Number		746-3570
Entity Listing, Par Value Per Share	$ 0.001
Amendment Flag		false
Document Fiscal Year Focus		2020
Document Fiscal Period Focus		Q1
Document Quarterly Report		true
Document Transition Report		false

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 18,328	$ 7,079
Prepaid expense	3,142	6,879
Total current assets	21,470	13,958
Long-term assets
Property and equipment, net	20,377	23,425
Operating lease right-of-use of assets	5,372	8,396
Total long-term assets	25,749	31,821
Total assets	47,219	45,779
Current liabilities
Accounts payable	33,593	39,820
Accounts payable - related party	16,000	14,085
Accrued expenses	11,229	9,579
Accrued interest - related party	118,252	114,231
Operating lease liability	5,372	8,396
Convertible Promissory Notes - Related party	230,100	230,100
Total current liabilities	414,546	416,211
Long-term liabilities	0	0
Total liabilities	414,546	416,211
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; 44,476,625 and 44,476,625 shares issued and outstanding, as of March 31, 2020 and December 31, 2019, respectively.	44,477	44,477
Additional paid-in capital	5,899,784	5,849,784
Stock subscription payable	571,980	465,541
Accumulated deficit	(6,883,568)	(6,730,234)
Total stockholders' deficit	(367,327)	(370,432)
Total liabilities and stockholders' deficit	$ 47,219	$ 45,779

Condensed Balance Sheets - Pare

Condensed Balance Sheets - Parenthetical - $ / shares	Mar. 31, 2020	Dec. 31, 2019
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	44,476,625	44,476,625
Common Stock, Shares, Outstanding	44,476,625	44,476,625

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Details
Revenue	$ 0	$ 0
Operating expenses
General and administrative expense	8,404	38,517
Payroll expense	67,475	61,494
Rent expense	4,689	4,599
Professional and consulting fees	65,697	315,343
Depreciation expense	3,048	3,775
Total operating expenses	149,313	423,728
Operating Loss	(149,313)	(423,728)
Other income/expense
Interest expense	(4,021)	(4,477)
Interest income	0	10
Total other income/expense	(4,021)	(4,467)
Income tax expense	0	0
Net income (loss)	$ (153,334)	$ (428,195)
Basic and diluted earnings per share	$ 0	$ (0.01)
Weighted average common shares outstanding - basic and diluted	46,553,585	41,473,042

Statement of Stockholders' Defi

Statement of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Other Additional Capital	Retained Earnings	Total
Common Stock issued under subscription		40,000
Proceeds from issuance of common stock	$ 0	$ 40	$ 9,960	$ (10,000)	$ 0	$ 0
Stock issued for cash		200,000				200,000
Stock issued for cash	$ 0	$ 200	49,800	0	0	$ 50,000
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2018	0
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018		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
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
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
Common Stock issued under subscription						40,000
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019	0					0
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019		44,476,625				44,476,625
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019	$ 0	$ 44,477	5,849,784	465,541	(6,730,234)	$ (370,432)
Stock issued for services performed	0	0	50,000	0	0	50,000
Net income (loss)	0	$ 0	0	0	(153,334)	$ (153,334)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2020		44,476,625				44,476,625
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2020		$ 44,447	5,899,784	571,980	(6,883,568)	$ (367,327)
Stock subscription payable - cash	$ 0	$ 0	$ 0	$ 106,439	$ 0	$ 106,439

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (153,334)	$ (428,195)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	3,048	3,775
Amortization of right of use asset	3,024	3,021
Stock issued for services performed	50,000	50,000
(Increase) decrease in prepaid expenses	3,737	125,542
(Increase) decrease in operating lease liability	(3,024)	(3,021)
Increase (decrease) in accounts payable	(4,312)	15,266
Increase (decrease) in accrued expense	5,671	(13,083)
Net cash used in operating activities	(95,190)	(246,695)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from stock subscriptions payable	106,439	105,000
Payments on financing lease	0	(2,542)
Net cash provided by financing activities	106,439	102,458
Net increase (decrease) in cash	11,249	(144,237)
Cash at beginning of period	7,079	167,513
Cash at end of period	18,328	23,276
Supplemental schedule of cash flow information
Cash paid for interest	0	494
Cash paid for income tax	0	0
Common stock issued for subscription payable	$ 0	$ 10,000

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2020
Notes
Organization and Description of Business	NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Nu-Med Plus, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual consolidated financial statements of Nu-Med Plus, Inc. for the year ended December 31, 2019 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2020. In particular, the Company’s significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020. 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 an early-stage company with no revenue, at the time we begin to generate revenue the Company will recognize such revenue in conformity with the guidelines set forth by ASC 606. c. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. d. Cash and Cash Equivalents The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents. The cash balance we currently have on deposit is within the limits for which the FDIC insures. e. Property and Equipment Property and equipment is stated at cost. Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. Expenditures, exceeding $500, for new assets or that increase the useful life of existing assets are capitalized. Depreciation is computed using the straight-line method. The lives over which the 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 payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments. Additionally, we measure certain financial instruments at fair value on a recurring basis. g. Earnings per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement. The company included 2,287,920 and 3,572,950 shares subscribed but unissued in its calculation of basic and diluted earnings per share for the three months ended March 31, 2020 and 2019, respectively. Three months ended March 31, 2020 Three months ended March 31, 2019 Net (loss) earnings (numerator) $(153,334) $(428,195) Shares (denominator) 46,553,585 41,473,042 Net earnings per share amount - basic $(0.00) $(0.01) Shares (denominator) 46,553,585 41,473,042 Net earnings per share amount - diluted $(0.00) $(0.01) 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, 2020 and 2019 there were 34,835,200 and 36,581,072, respectively, potential dilutive shares that needed to be considered as common share equivalents. As of March 31, 2020 and 2019 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. h. Concentrations and Credit Risk - 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 ASC 505, Compensation – Stock Compensation k. Leases The Company accounts for all leases in accordance with ASC 842, Leases l. Recent Accounting Pronouncements 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, 2018, and interim periods within fiscal years beginning after December 15, 2019. 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 adopted ASU 2018-07 effective January 1, 2020. The adoption of ASU 2018-07 will not have a material effect on its condensed financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes/. ASU 2019-12 removes certain exceptions to the general principles of Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. The effective date will be the first quarter of fiscal year 2021 and early adoption is permitted. Adoption of Topic 740 is not expected to have a material effect on its condensed financial statements. 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

GOING CONCERN	3 Months Ended
	Mar. 31, 2020
Notes
GOING CONCERN	NOTE 2 - GOING CONCERN The Company acknowledges that the funds on hand as of March 31, 2020, 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 May 31, 2020. 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, 2020
Notes
Property and Equipment	NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation consisted of the following at March 31, 2020, and December 31, 2019: March 31, 2020 December 31, 2019 Computer and office equipment $ 90,368 $ 90,368 Accumulated depreciation (69,991) (66,943) Total Fixed Assets $ 20,377 $ 23,425 Depreciation expense for the three months ended March 31, 2020 and 2019 was $3,048 and $3,775, respectively.

Preferred and Common Stock

Preferred and Common Stock	3 Months Ended
	Mar. 31, 2020
Notes
Preferred and Common Stock	NOTE 4 - PREFERRED STOCK On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize 10,000,000 shares of preferred stock having a par value of $0.001 per share. No preferred shares are issued or outstanding at March 31, 2020. NOTE 5 - COMMON STOCK Stock Subscription Payable At March 31, 2020 and December 31, 2019, the Company had $571,980 and $465,541, respectively, in stock subscriptions payable for which it is obligated to issue 2,287,920 and 1,862,164 shares of restricted common stock, respectively, pursuant to two separate subscription agreements. July 2019 Subscription Agreement In July 2019, 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 $250,000 in shares of common stock at $0.25 per share. The agreement expires on December 31, 2020. The Company received $106,439 under this agreement during the three months ended March 31, 2020. At the date of this report no stock has been issued against this agreement. As of March 31, 2019, a total of 90,500 shares of common stock for $22,625 are available to be purchased under this agreement. 2018 Subscription 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 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 under these agreements. This agreement has expired with no additional shares available for purchase. Common Stock Issued for Cash During the three months ending March 31, 2019, the Company issued 200,000 shares of restricted common stock for $50,000 to an unrelated investor. Common Stock Issued to Officer On 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. 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. A charge of $50,000 and $50,000 were recorded for the three months ended March 31, 2020 and 2019, respectively. 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 $432,750 was expensed during the year ended December 31, 2018. The remaining balance of $206,250 was expensed during the year ended December 31, 2019.

Convertible Notes and Derivativ

Convertible Notes and Derivative Liability	3 Months Ended
	Mar. 31, 2020
Notes
Convertible Notes and Derivative Liability	NOTE 6 – CONVERTIBLE POMISSORY 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, had an annual interest of 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, 2020 and December 31, 2019 interest accrued, but unpaid, was $62,343 and $60,953, 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 convertsion price. The balance of this note was $130,100 at March 31, 2020 and December 31, 2019 with the accrued interest balances of $55,188 and $52,557, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Notes
Commitments and Contingencies	NOTE 7 - COMMITMENTS AND CONTINGENCIES The Company has obligations under both a financing lease and operating lease, as detailed below. 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 Amortization of $3,024 was recorded as rent expense in the first quarter of 2020, leaving an operating right-of-use asset at March 31, 2020 of $5,372 and an operating lease liability of $5,372. Amortization of $3,021 was recorded as rent expense for the quarter ended March 31, 2019. Obligations under this lease are as follows: 2020 2021 2022 Office lease $ 5,372 $ - $ - 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. 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. The final payment under this agreement was made in December 2019. Consulting Agreement On March 15, 2020 the Company entered into a service agreement with Hanover International, Inc. to provide advisory services to the Company. The contract is a one year contract, but may be cancelled with thirty days notice any time after the 91 st day of the agreement. Hanover will receive a fee of $ 3,500 per month, from which fee it pays all of its expenses. In addition, Hanover will receive 750,000 shares of restricted common stock, earned in quarterly tranches of 187,500 shares, deemed earned and issuable after services are provided for each quarter. No shares of common stock have been issued under the terms of this agreement as of March 31, 2020.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Notes
Subsequent Events	NOTE 8 - SUBSEQUENT EVENTS The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no other 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, 2020
Policies
Accounting Method	NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Nu-Med Plus, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual consolidated financial statements of Nu-Med Plus, Inc. for the year ended December 31, 2019 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2020. In particular, the Company’s significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020.
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 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.
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 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 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.
Earnings Per Share	g. Earnings per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement. The company included 2,287,920 and 3,572,950 shares subscribed but unissued in its calculation of basic and diluted earnings per share for the three months ended March 31, 2020 and 2019, respectively. Three months ended March 31, 2020 Three months ended March 31, 2019 Net (loss) earnings (numerator) $(153,334) $(428,195) Shares (denominator) 46,553,585 41,473,042 Net earnings per share amount - basic $(0.00) $(0.01) Shares (denominator) 46,553,585 41,473,042 Net earnings per share amount - diluted $(0.00) $(0.01) 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, 2020 and 2019 there were 34,835,200 and 36,581,072, respectively, potential dilutive shares that needed to be considered as common share equivalents. As of March 31, 2020 and 2019 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.
Concentration and Credit Risk	h. Concentrations and Credit Risk -
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 ASC 505, Compensation – Stock Compensation
Leases	k. Leases The Company accounts for all leases in accordance with ASC 842, Leases
New Accounting Pronouncements	l. Recent Accounting Pronouncements 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, 2018, and interim periods within fiscal years beginning after December 15, 2019. 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 adopted ASU 2018-07 effective January 1, 2020. The adoption of ASU 2018-07 will not have a material effect on its condensed financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes/. ASU 2019-12 removes certain exceptions to the general principles of Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. The effective date will be the first quarter of fiscal year 2021 and early adoption is permitted. Adoption of Topic 740 is not expected to have a material effect on its condensed financial statements. 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.

Organization and Description _3

Organization and Description of Business (Tables)	3 Months Ended
	Mar. 31, 2020
Tables/Schedules
Schedule of Earnings Per Share, Basic and Diluted	Three months ended March 31, 2020 Three months ended March 31, 2019 Net (loss) earnings (numerator) $(153,334) $(428,195) Shares (denominator) 46,553,585 41,473,042 Net earnings per share amount - basic $(0.00) $(0.01) Shares (denominator) 46,553,585 41,473,042 Net earnings per share amount - diluted $(0.00) $(0.01)

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2020
Tables/Schedules
Property, Plant and Equipment	March 31, 2020 December 31, 2019 Computer and office equipment $ 90,368 $ 90,368 Accumulated depreciation (69,991) (66,943) Total Fixed Assets $ 20,377 $ 23,425

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2020
Tables/Schedules
Schedule of Future Minimum Lease Payments for Capital Leases	2020 2021 2022 Office lease $ 5,372 $ - $ -

Organization and Description _4

Organization and Description of Business (Details) - USD ($)	Dec. 31, 2019	Mar. 31, 2020	Mar. 31, 2019
Details
Stock Issued During Period, Shares, Period Increase (Decrease)	1,862,164	2,287,920	3,572,950
Net Income (Loss) Available to Common Stockholders, Basic		$ (153,334)	$ (428,195)
Weighted Average Number of Shares Outstanding, Basic		46,553,585	41,473,042
Earnings Per Share, Basic		$ 0	$ (0.01)
Earnings Per Share, Diluted		$ 0	$ (0.01)
Dilutive Shares		34,835,200	36,581,072

GOING CONCERN (Details)

GOING CONCERN (Details)	3 Months Ended
	Mar. 31, 2020USD ($)
Details
Planned expenditures	$ 1,200,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Details
Property, Plant and Equipment, Gross	$ 90,368		$ 90,368
Accumulated Depreciation	(69,991)		(66,943)
Property and equipment, net	20,377		$ 23,425
Depreciation expense	$ 3,048	$ 3,775

Preferred and Common Stock (Det

Preferred and Common Stock (Details) - USD ($)	Dec. 31, 2019	Jul. 02, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Mar. 31, 2020	Mar. 31, 2019
Details
Preferred Stock, Shares Authorized	10,000,000					10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001					$ 0.001
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	$ 465,541					$ 571,980
Stock Issued During Period, Shares, Period Increase (Decrease)	1,862,164					2,287,920	3,572,950
250,000 Stock Subscription Amount						$ 250,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price		$ 0.25				$ 0.25
250,000 Amount Used From Subscription			$ 22,625			$ 106,439
Shares Under $250,000 Stock Purchase Agreement		90,500
2018 Stock Subscription Amount 1						10,000
2018 Stock Subscription Amount 2						15,000
2018 Stock Subscription Amount 3						20,000
2018 Stock Subscription Amount 4						$ 50,000
Common Stock issued under subscription						40,000
Common stock issued for subscription payable			$ 10,000	$ 10,000		$ 0	$ 10,000
Stock issued for cash							200,000
Stock issued for cash							$ 50,000
Merrell stock compensation						2,000,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture					650,000	500,000
Stock issued for services performed					$ 639,000	$ 50,000	$ 50,000
Consulting stock compensation 1						150,000
Consulting stock compensation 2						500,000
Consulting expense	$ 206,250			$ 432,750

Convertible Notes and Derivat_2

Convertible Notes and Derivative Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Nov. 12, 2012
Details
SCS convertible promissory note principal	$ 62,343	$ 60,953	$ 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	$ 55,188	$ 52,557

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended	14 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	May 31, 2018	Jun. 30, 2019	Aug. 31, 2020	Dec. 31, 2019
Details
monthly office lease payment	$ 950		$ 978	$ 1,008	$ 1,038
Amortization of right of use asset	3,024	$ 3,021
Operating lease right-of-use of assets	5,372					$ 8,396
Operating lease liability	5,372					$ 8,396
Capital Leases, Future Minimum Payments Due, Next Twelve Months	5,372
monthly equipment lease payment	1,014
Hanover compensation monthly payment	$ 3,500
Hanover total compensation shares	750,000
Hanover tranche compensation shares	187,500