Nu-Med Plus (NUMD) 10-K 31 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2020
Details
Registrant CIK	0001543637
Fiscal Year End	--12-31
Registrant Name	Nu-Med Plus, Inc.
SEC Form	10-K
Period End date	Dec. 31, 2020
Tax Identification Number (TIN)	45-3672530
Number of common stock shares outstanding		79,348,469
Public Float			$ 28,770,721
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	false
Small Business	true
Emerging Growth Company	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
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Document Annual Report	true
Document Transition Report	false

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 188,506	$ 7,079
Prepaid expense	349,017	6,879
Total current assets	537,523	13,958
Long-term assets
Property and equipment, net	11,631	23,425
Operating lease right-of-use of assets	7,981	8,396
Total long-term assets	19,612	31,821
Total assets	557,135	45,779
Current liabilities
Accounts payable	26,048	39,820
Accounts payable - related party	20,000	14,085
Accrued Expense	26,019	9,579
Accrued interest - related party	0	114,231
Operating lease liability	7,981	8,396
Convertible Promissory Notes - Related party	0	230,100
Total current liabilities	80,048	416,211
Long-term liabilities
Note payable	9,384	0
Total liabilities	89,432	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; 51,028,469 and 44,476,625 shares issued and outstanding, as of December 31, 2020 and December 31, 2019, respectively.	51,029	44,477
Additional paid-in capital	8,431,593	5,849,784
Stock subscription payable	724,314	465,541
Accumulated deficit	(8,739,233)	(6,730,234)
Total stockholders' equity (deficit)	467,703	(370,432)
Total liabilities and stockholders' equity (deficit)	$ 557,135	$ 45,779

Balance Sheets - Parenthetical

Balance Sheets - Parenthetical - $ / shares	Dec. 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	51,028,469	44,476,625
Common Stock, Shares, Outstanding	51,028,469	44,476,625

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Details
Revenue	$ 0	$ 0
Operating expenses
General and administrative expense	58,261	76,127
Payroll expense	706,256	277,600
Rent expense	18,757	18,682
Professional and consulting fees	1,199,609	633,655
Depreciation expense	11,794	13,366
Total operating expenses	1,994,677	1,019,430
Operating Loss	(1,994,677)	(1,019,430)
Other income/expense
Interest income	0	11
Interest expense	(14,322)	(17,406)
Total other income/expense	(14,322)	(17,395)
Net income (loss) before income taxes	(2,008,999)	(1,036,825)
Income tax expense	0	0
Net income (loss)	$ (2,008,999)	$ (1,036,825)
Basic and diluted income (loss) per share	$ (0.04)	$ (0.02)
Weighted average common shares outstanding - basic and diluted	54,514,524	45,545,644

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, 2019 at Dec. 31, 2018	0
Balance, January 1, 2019 at Dec. 31, 2018		41,274,375
Balance, January 1, 2019 at Dec. 31, 2018	$ 0	$ 41,275	$ 4,851,487	$ 849,175	$ (5,693,409)	$ 48,527
Common Stock issued under subscription		3,002,250
Proceeds from issuance of common stock	0	$ 3,003	748,497	(751,500)	0	0
Common stock issued for prepaid services						0
Common stock issued for cash		200,000
Common stock issued for cash	0	$ 200	49,800	0	0	50,000
Stock vested for compensation	0	0	200,000	0	0	200,000
Net income (loss)	0	$ 0	0	0	(1,036,825)	$ (1,036,825)
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2019		44,476,625				44,476,625
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2019	0	$ 44,477	5,849,784	465,541	(6,730,234)	$ (370,432)
Stock subscription payable - cash	0	$ 0	0	367,866	0	$ 367,866
Balance, January 1, 2019 at Dec. 31, 2019						0
Common Stock issued under subscription		2,706,844
Proceeds from issuance of common stock	0	$ 2,707	674,004	(676,711)	0	$ 0
Common stock issued for prepaid services shares		1,400,000
Common stock issued for prepaid services	0	$ 1,400	939,100	0	0	$ 940,500
Common stock issued for cash		800,000				1,200,000
Common stock issued for cash	0	$ 800	199,200	0	0	$ 200,000
Stock subscription payable - Conversion of debt and interest	0	$ 0	0	348,642	0	$ 348,642
Stock to be issued for conversion of interest on convertible note		1,000,000				1,000,000
Stock to be issued for conversion of interest on convertible note	0	$ 1,000	9,000	0	0	$ 10,000
Stock vested for compensation	0	$ 0	200,000	0	0	200,000
Stock issued for service		645,000
Stock issued for service	0	$ 645	560,505	0	0	561,150
Stock to be issued for service	0	0	0	200,000	0	200,000
Net income (loss)	0	$ 0	0	0	(2,008,999)	$ (2,008,999)
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2020		51,028,469				51,028,469
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2020	0	$ 51,029	8,431,593	724,314	(8,739,233)	$ 467,703
Stock subscription payable - cash	$ 0	$ 0	$ 0	$ 386,842	$ 0	$ 386,842

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (2,008,999)	$ (1,036,825)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	11,794	13,366
Stock-based compensation	961,150	200,000
Amortization of right of use asset	12,349	11,086
Stock issued for services performed	0	0
Amortization of prepaid consulting	596,441	206,250
(Increase) decrease in prepaid expenses	1,921	5,583
(Increase) decrease in operating lease liability	(12,349)	(11,086)
(Decrease) increase in accounts payable	(13,772)	30,038
Decrease in related party payables	5,915	8,085
Increase (decrease) in accrued expense	30,751	6,162
Net cash used in operating activities	(414,799)	(567,341)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from issuance of common stock	200,000	50,000
Stock subscription payable - cash	386,842	367,866
Proceeds from note payable	9,384	0
Payments on equipment loan	0	(10,959)
Net cash provided by financing activities	596,226	406,907
Net increase (decrease) in cash	181,427	(160,434)
Cash at beginning of period	7,079	167,513
Cash at end of period	188,506	7,079
Supplemental schedule of cash flow information
Cash paid for interest	1,175	3,106
Cash paid for income tax	0	0
Supplemental schedule of non-cash financing activities
Common stock issued to settle subscription payable	676,711	751,500
Conversion of notes payable and accrued interest	358,642	0
Common stock issued for prepaid services	940,500	0
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	$ 11,934	$ 19,482

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2020
Notes
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Nu-Med Plus, Inc. (or “the Company”) is an 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. 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. c. 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. d. 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. e. 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. f. Earnings per Share The computation of basic 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 includes shares subscribed but unissued in its calculation of earnings per share if years it achieves a net profit, but does not included them in the calculation is years of a net loss, as their inclusion would be anti-dilutive. For the year ended December 31, 2020 For the year ended December 31, 2019 Net (loss) earnings (numerator) $ (2,008,999) $ (1,036,825) Basic Shares (denominator) 54,514,524 45,545,644 Earnings per share amount basic $ (0.04) $ (0.02) Diluted Shares (denominator) 54,514,524 45,545,644 Earnings per share amount diluted $ (0.04) $ (0.02) 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, 2020 and 2019 there were 0 and 34,433,100 , respectively, potential dilutive shares that needed to be considered as common share equivalents. As of December 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. g. Concentrations and Credit Risk The Company has relied on a small group of investors to fund its operations. If this group becomes unable or unwilling to provide additional funding, the Company may be unable to remain in business or to execute on its business plan. h. 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. i. 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 j. Recent Accounting Pronouncements 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 the Company’s 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. NOTE 3 - GOING CONCERN The Company has incurred loss since inception, has negative cash flows from operating activities, and an accumulated deficit. The Company anticipates that the funds on hand as of December 31, 2020, 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 2021. The current funds available will fund operations through approximately July 2021. 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 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. 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, 2020
Notes
Property Plant and Equipment	NOTE 4 - PROPERTY AND EQUIPMENT Fixed assets and related accumulated depreciation consisted of the following at December 31, 2020, and December 31, 2019: December 31, 2020 December 31, 2019 Computer and office equipment $ 90,368 $ 90,368 Accumulated depreciation (78,737) (66,943) Total Fixed Assets $ 11,631 $ 23,425 Depreciation expense for the years ended December 31, 2020 and 2019 was $11,794 and $13,366, respectively.

NOTE 5 - PREFERRED AND COMMON S

NOTE 5 - PREFERRED AND COMMON STOCK	12 Months Ended
	Dec. 31, 2020
Notes
NOTE 5 - 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, 2020. NOTE 6 - COMMON STOCK Stock Subscription Payable At December 31, 2020 and 2019, the Company had $724,314 and $465,541, respectively, in stock subscriptions payable for which it is obligated to issue 28,902,684 and 1,862,164 shares of restricted common stock, respectively. Common Stock Issued for Cash: During the year ended December 31, 2020, the Company issued 1,200,000 shares of restricted common stock for $250,000 to investors. Common Stock Issued for conversion of liabilities During the year ended December 31, 2020, the Company issued 1,000,000 shares of restricted common stock in exchange for the conversion of $10,000 of accrued interest on notes payable. Common Stock Issued to Officer In June 2020, the Company issued 500,000 shares of stock to its Chief Financial Officer with the possibility of an additional 500,000 shares upon obtaining certain objectives to secure financing to fund the operations of the Company. The stock vested on the date the grant was made and the Company recorded a non-cash compensation charge of $500,000. 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 $200,000 was recorded for the year ended December 31, 2020 and 2019, 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 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 As of December 31, 2020 all 750,000 of the shares to which the Company is obligated under this agreement have been issued, with the unearned portion included in prepaid expenses. The shares were issued at $ 0.50 per share for a total value of $ 375,000 . The amount has been recorded in prepaid expenses, with $ 298,973 of the total being expensed in the year ended December 31, 2020. The remaining prepaid amount of $ 76,027 will be amortized over the remaining life of the agreement. In June 2020, the Company entered into consulting agreements with Roger Gill and Peter Kristensen. Both of the agreements begin June 22, 2020 and run for a period of twelve months, terminating June 30, 2021. Under the terms of the agreements Mr. Gill will receive 500,000 shares of restricted common stock and Mr. Kristensen will receive 100,000 shares of restricted stock for their services. The fair-value of the stock was $565,500 and was recorded as a prepaid. During the year ended December 31, 2020, the company amortized $299,391 of the prepaid expense. As of December 31, 2020, there is a remaining balance of $266,109 to be amortized over the term of the agreements. In September 2020, the Company entered into a consulting agreement with Waterside Capital Advisers, Inc. to raise capital for the Company and provide other consulting services. Under the terms of the agreement, 50,000 shares of common stock were to be issued upon signing the agreement, 75,000 shares of common stock were to be issued 30 days after the signing date and an additional 75,000 shares are to be issued 60 days after the signing date. Accordingly, the Company valued the shares at $200,000 which has been recorded as common stock payable as of December 31, 2020. Further, the agreement contains a long-term incentive whereby an additional 2,000,000 shares of common stock may be earned by the consultant upon the achieving of certain milestones as detailed in the agreement.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
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. In July 2019 the Company extended the lease agreement through August 31, 2020 at a rate of $1,038.10 per month and in August 2020 the Company extended the lease agreement through August 31, 2021. The interest rate used for calculating the lease liability was 8%. The Company recorded approximately $12,349 in lease expense in G&A and made cash payments of $12,457 during the year. Further, the remaining lease obligation of $8,305 for 2021 includes imputed interest of $324, for a remaining balance in the lease liability at year end of $7,981. Obligations under this lease are as follows: 2021 2022 2023 Office lease $ 8,305 $ - $ - The Company also leases space for its research laboratory on a month-to-month basis. The Company leases this facility for $1,050 per month. 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.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Notes
Related Party Transactions	NOTE 8- RELATED PARTY TRANSACTIONS Contributed Services During the year ended December 31, 2020 and 2019, a Company officer contributed services to the Company in the amount of $635,000 and $200,000, respectively. During the year ended December 31, 2020 and 2019, the officer received 500,000 shares and 500,000 shares, respectively of restricted common stock as compensation for those services.

Convertible Promissory Notes

Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2020
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. Accrued interest on the note at December 31, 2020 and 2019 was $0 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 conversion price. Accrued interest at December 31, 2020 and 2019 was $0 and $61,274, respectively. On October 22, 2020 the Company was notified by the note holder that he was electing to exercise the conversion rights provided under the convertible note agreements, wherein the principal of $230,100 and accrued interest of $118,542 were to be converted to shares of restricted common stock at $0.01 per share. At the time the notification was given there was also a subscription payable to the noteholder of $175,672. The notes, accrued interest and subscription payable total $524,314. The note holder requested that 28,000,000 shares of restricted common stock be issued in full settlement and indicated he would provide to the Company the date on which he would accept the stock as payment. The note holder passed away on October 30, 2020 without a will, which required that his estate go through probate. At December 31, 2020 a decision regarding the disposition of the assets of the estate had not been made. Subsequent to year end the estate had been through probate and instructions were received relative to the issuance of the shares. (See Note 11 - Subsequent Events)

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
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, 2020, and 2019, due to the following: 2020 2019 Book Income (Loss) $ (522,340) $ (269,575) Depreciation 3,066 3,475 Shares issued for services 165,100 52,000 Meals and entertainment 8 49 Amortization of debt discount - - (Gain) Loss on derivative - - Valuation allowance 354,166 214,051 Total $ 0 $ 0 Net deferred tax liabilities consist of the following components as of December 31, 2020, and 2019: 2020 2019 Deferred tax assets: NOL Carryover $ 1,921,462 $ 1,567,296 Deferred tax liabilities Depreciation (11,794) (13,366) Valuation allowance (1,909,668) (1,544,009) 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, 2020, the Company had net operating loss carryforward of approximately $7,390,239 that may be offset against future taxable income from the year 2021 through 2035. The availability of some of the net operating loss will extend into 2036 if not previously utilized. During 2020, 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. Included in the balance at December 31, 2020, 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, 2020
Notes
Subsequent Events	NOTE 11 - SUBSEQUENT EVENTS On February 10, 2021 the Company received notice that the estate of the note holder had been finalized and a letter was received instructing the issuance of the 28,000,000 shares which had been requested in full settlement of all obligations to the note holder and his estate. The Company has provided documentation to its transfer agent and the stock was issued on March 23, 2021. Under a consulting agreement which the Company entered into in September 2020 the Company was obligated to issue 200,000 shares of restricted common stock to the consultant. On March 23, 2021 the Company issued those 200,000 shares of restricted common stock in fulfillment of its obligation under the agreement. In the first three months of 2021 the Company received $30,000 in funds against a subscription agreement from an investor. The subscription has a conversion rate of $0.25per share. The Company issued 120,000 shares of restricted common stock on March 23, 2021 to fully satisfy its obligations under this subscription agreement.

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Policies)	12 Months Ended
	Dec. 31, 2020
Policies
Basis of Presentation	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.
Estimates	b. 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	c. 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	d. 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	e. 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	f. Earnings per Share The computation of basic 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 includes shares subscribed but unissued in its calculation of earnings per share if years it achieves a net profit, but does not included them in the calculation is years of a net loss, as their inclusion would be anti-dilutive. For the year ended December 31, 2020 For the year ended December 31, 2019 Net (loss) earnings (numerator) $ (2,008,999) $ (1,036,825) Basic Shares (denominator) 54,514,524 45,545,644 Earnings per share amount basic $ (0.04) $ (0.02) Diluted Shares (denominator) 54,514,524 45,545,644 Earnings per share amount diluted $ (0.04) $ (0.02) 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, 2020 and 2019 there were 0 and 34,433,100 , respectively, potential dilutive shares that needed to be considered as common share equivalents. As of December 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.
Concentrations and Credit Risk	g. Concentrations and Credit Risk The Company has relied on a small group of investors to fund its operations. If this group becomes unable or unwilling to provide additional funding, the Company may be unable to remain in business or to execute on its business plan.
Income Taxes	h. 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	i. 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	j. Recent Accounting Pronouncements 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 the Company’s 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.
Substantial Doubt about Going Concern	NOTE 3 - GOING CONCERN The Company has incurred loss since inception, has negative cash flows from operating activities, and an accumulated deficit. The Company anticipates that the funds on hand as of December 31, 2020, 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 2021. The current funds available will fund operations through approximately July 2021. 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 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. 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, 2020
Tables/Schedules
Schedule of Earnings Per Share, Basic and Diluted	For the year ended December 31, 2020 For the year ended December 31, 2019 Net (loss) earnings (numerator) $ (2,008,999) $ (1,036,825) Basic Shares (denominator) 54,514,524 45,545,644 Earnings per share amount basic $ (0.04) $ (0.02) Diluted Shares (denominator) 54,514,524 45,545,644 Earnings per share amount diluted $ (0.04) $ (0.02)

Property Plant and Equipment (T

Property Plant and Equipment (Tables)	12 Months Ended
	Dec. 31, 2020
Tables/Schedules
Property, Plant and Equipment	December 31, 2020 December 31, 2019 Computer and office equipment $ 90,368 $ 90,368 Accumulated depreciation (78,737) (66,943) Total Fixed Assets $ 11,631 $ 23,425

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2020
Tables/Schedules
Schedule of Future Minimum Lease Payments for Capital Leases	2021 2022 2023 Office lease $ 8,305 $ - $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	2020 2019 Book Income (Loss) $ (522,340) $ (269,575) Depreciation 3,066 3,475 Shares issued for services 165,100 52,000 Meals and entertainment 8 49 Amortization of debt discount - - (Gain) Loss on derivative - - Valuation allowance 354,166 214,051 Total $ 0 $ 0
Schedule of Deferred Tax Assets and Liabilities	2020 2019 Deferred tax assets: NOL Carryover $ 1,921,462 $ 1,567,296 Deferred tax liabilities Depreciation (11,794) (13,366) Valuation allowance (1,909,668) (1,544,009) Net deferred tax asset $ 0 $ 0

ORGANIZATION AND DESCRIPTION _4

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Details
Net income (loss)	$ (2,008,999)	$ (1,036,825)
Weighted Average Number of Shares Outstanding, Basic	54,514,524	45,545,644
Earnings Per Share, Basic	$ (0.04)	$ (0.02)
Weighted Average Number of Shares Outstanding, Diluted	54,514,524	45,545,644
Earnings Per Share, Diluted	$ (0.04)	$ (0.02)
Outstanding common stock equivalents	0	34,433,100
Planned expenditures	$ 1,250,000

Property Plant and Equipment (D

Property Plant and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Details
Property, Plant and Equipment, Gross	$ 90,368	$ 90,368
Accumulated Depreciation	(78,737)	(66,943)
Property and equipment, net	11,631	23,425
Depreciation expense	$ 11,794	$ 13,366

NOTE 5 - PREFERRED AND COMMON_2

NOTE 5 - PREFERRED AND COMMON STOCK (Details) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 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				$ 724,314	$ 465,541
Stock subscriptions obligated to issue				28,902,684	1,862,164
Common stock issued for cash				1,200,000
Stock Issued During Period, Value, Other				$ 250,000
Stock to be issued for conversion of interest on convertible note				1,000,000
Stock to be issued for conversion of interest on convertible note				$ 10,000
Merrell stock compensation		500,000		2,000,000
Merrell stock compensation value		$ 500,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture				500,000
Services Rendered for Subscription Receivable				$ 200,000
Professional and consulting fees			$ 3,500	$ 1,199,609	$ 633,655
Stock issued for service			750,000
Hanover price per share				$ 0.50
Hanover total value				$ 375,000
Hanover Amount Expensed				298,973
Hanover Amount To Be Expensed				$ 76,027
Gill shares received in consulting agreement				500,000
Kristensen shares received in consulting agreement				100,000
Gill and Kristensen Consulting shares value total				$ 565,500
Gill and Kristensen Consulting shares amount amortized				299,391
Gill and Kristensen Consulting shares amount remaining				$ 266,109
WatersideCapitalAdvisersigningshares	50,000
WatersideCapitalAdviser30dayshares	75,000
WatersideCapitalAdviser60dayshares	75,000
WatersideCapitalAdvisersharevalue	$ 200,000
WatersideCapitalAdviserincentiveshares	2,000,000

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	7 Months Ended	12 Months Ended		14 Months Ended	15 Months Ended
	May 31, 2018	Dec. 31, 2020	Dec. 31, 2019	Aug. 31, 2020	Aug. 31, 2019
Details
monthly office lease payment	$ 978	$ 950		$ 1,038.10	$ 1,008
Lease Liability Interest Rate		8.00%
Amortization of right of use asset		$ 12,349	$ 11,086
Lease Liability Cash Payments		12,457
Capital Leases, Future Minimum Payments Due		8,305
Finance Lease, Interest Payment on Liability		324
Operating lease liability		7,981	$ 8,396
Operating Lease, Expense		1,050
monthly equipment lease payment		$ 1,014

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Details
Contributed services officer	$ 635,000
Stock-based compensation	$ 961,150	$ 200,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture	500,000

Convertible Promissory Notes (D

Convertible Promissory Notes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
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	$ 0	$ 60,953
130,100 convertible promissory note interest rate	8.00%
130,100 convertible promissory note conversion price	$ 0.01
130,100 convertible promissory note accrued interest	$ 0	61,274
Convertible Promissory Notes - Related party	0	$ 230,100
SCS convertible promissory note accrued interest Total	118,542
SCS Subscription payable	175,672
SCS Total payable	$ 524,314
SCS Total settlement shares	28,000,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Details
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ (522,340)	$ (269,575)
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Depreciation, Amount	3,066	3,475
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount	165,100	52,000
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount	8	49
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	354,166	214,051
Total	0
Deferred Tax Assets, Operating Loss Carryforwards	1,921,462	1,567,296
Deferred Tax Liabilities, Other	(11,794)	(13,366)
Tax Credit Carryforward, Valuation Allowance	(1,909,668)	(1,544,009)
Deferred Tax Assets, Net of Valuation Allowance	0	$ 0
Deferred Tax Assets, Tax Credit Carryforwards	$ 7,390,239

Subsequent Events (Details)

Subsequent Events (Details)	12 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Details
SCS Total settlement shares	28,000,000
WatersideCapitalAdviserstotalshares	200,000
January 2021 Subscription Agreement | $	$ 30,000
Stock Purchase share price | $ / shares	$ 0.25
January 2021 Subscription Agreement shares	120,000