As filed with the Securities and Exchange Commission on September 20, 2012                                           Registration No. ___________



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10


GENERAL FORM FOR REGISTRATION OF SECURITIES


Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934



NU-MED PLUS, INC.

(Name of registrant as specified in its Charter)



Utah

45-3672530

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

455 East 500 South, Suite 205, Salt Lake City, Utah

84111

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:         (801) 746-3570


Securities to be registered under Section 12(b) of the Act:


None

None

Title of each class

Name of each exchange on which

to be so registered

each class is to be registered



Securities to be registered under Section 12(g) of the Act:  

Common Stock, par value $0.001 per share

 

(Title of Class)



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

        .

Accelerated filer

        .

Non-accelerated filer

        . (Do not check if a smaller reporting company)

Smaller reporting company

   X .




    




NU-MED PLUS, INC.


FORM 10


TABLE OF CONTENTS


 

 

Page

 

 

 

Item 1

Business

3

Item 1A.  

Risk Factors

8

Item 2

Financial Information

Management’s Discussion and Analysis or Plan of Operation

10

11

Item 3

Properties

13

Item 4

Security Ownership of Certain Beneficial Owners and Management

13

Item 5

Directors and Executive Officers

14

Item 6

Executive Compensation

15

Item 7

Certain Relationships and Related Transactions, and Director Independence

16

Item 8

Legal Proceedings

16

Item 9

Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

17

Item 10

Recent Sales of Unregistered Securities

17

Item 11

Description of Registrant’s Securities to be Registered

17

Item 12

Indemnification of Directors and Officers

18

Item 13

Financial Statements and Supplementary Data

19

Item 14

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

19

Item 15

Financial Statements and Exhibits

19

 

 

 

PART III

 

 

Index to Exhibits

20

 

Signatures

21






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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Form 10 contains certain forward-looking statements with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this Form 10 that are not historical facts are hereby identified as “forward-looking statements.”


Item 1.  Business


Organization


NU-MED PLUS, INC., a Utah corporation (“NU-MED” or the “Company”) was incorporated in October 2011 in the state of Utah as an early stage, emerging growth company, to develop, manufacture and market new technologies in the medical device field.  NU-MED’s immediate focus is on the creation of a Nitric Oxide powder formulation along with a bedside Nitric Oxide generator and a mobile rechargeable device to deliver Nitric Oxide gas. NU-MED is headquartered in Salt Lake City, Utah.  


Business


The mission of NU-MED is to design, develop, and market technologies in the medical device field. Our technologies will focus on market niches in high growth trend areas.  We hope each developed technology will fill a current need in medical procedures by improving upon an existing technology or device, or by designing a device to serve a need that is clearly defined and acknowledged by medical professionals.


NU-MED intends to become a medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. Our immediate focus is on the creation of a Nitric Oxide powder formulation, a hospital bedside Nitric Oxide (“NO”) generator and a mobile rechargeable device to deliver Nitric Oxide gas to offer solutions to hospitals, health systems and the medical community throughout the world. Our lab was completed in July, 2012 which will enable us to begin product formulation and System development starting in September, 2012.


Products


NU-MED PLUS will initially develop three distinct products.


1.

Nitric Oxide powder formulation that is 99% pure- one year shelf life.


  2.

A “desktop” or “bedside” generator device with controls and safety monitors built in that delivers inhaled Nitric Oxide to replace expensive pressurized canisters.  This delivery system is intended for hospital, clinic or physician’s office use. The goal is to have a system that delivers a metered therapeutic dose (up to 200ppm) of nitric oxide via cannula or respirator mask. Unlike current delivery systems that use expensive tanks of nitric oxide this product would use a self-contained generation system based on a chemical reaction. This approach not only allows an on-demand system but also offers significant cost savings to patients requiring Nitric Oxide therapy and other possible diagnosis using very high purity nitric oxide gas. Safe guards such as concentration monitoring, flow and gas purity would be standard.


  3.

A compact, mobile/portable rechargeable device to deliver inhaled Nitric Oxide gas.  The portable system necessitates a design which can be deployed where a reliable source of power is not available or difficult to access. The key feature will be a rechargeable battery packs that will power the unit for the full duration of a therapeutic session. It can be recharged using existing electricity supplies, a solar array or other alternative energy source. The unit will be designed as a low power but still fully functional nitric oxide delivery system for inhalation therapy. It would be virtually identical in function to the bedside version described above.


Nitric Oxide is an extremely important bio-mediator in the human body that is produced from the amino acid l-arginine.  Nitric Oxide has anti-inflammatory properties, antibacterial, antiviral and antifungal properties which make it useful in medical treatments. At the present time inhaled Nitric Oxide (iNO ) is used as a selective vaso-dilator in infants or heart patients. The heavy costs of delivering Nitric Oxide to patients have created limitations in the use of Nitric Oxide. As an additional motivation to reduce these costs, recent discoveries have led to new potential uses in a wide variety of diseases and health complications, including flu viruses, bacterial infections, tuberculosis, and much more. NU-MED hopes to take advantage of the expanding medical uses of Nitric Oxide and the current high costs of delivering Nitric Oxide by developing a new generated Nitric Oxide method that reduces the delivery costs.


The principal gas we aim to generate through our systems is medical grade nitric oxide, along with other various combinations of beneficial medical gases. Non-medical grade nitric oxide gas is produced and sold commercially by major gas companies as a specialty gas mixture and calibration gas.  Nitrogen dioxide is present in all nitric oxide gas currently produced.  Its presence limits the size of the dose of nitric oxide gas that can be administered for prospective uses in both humans and animals.




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We hope to develop a proprietary compound formulation that will be utilized to produce medical grade nitric oxide gas in our bedside and rechargeable device generators.  Management believes that with the further refinement of our formulation, we can make or filter medical grade nitric oxide gas with minimal amounts of nitrogen dioxide, and that this process can produce medical grade nitric oxide gas in ample quantities for any current or prospective use and at a price substantially less than that of all currently available technologies.  Our product must have a known shelf life and be available in various configurations to yield known concentrations and volumes of gas.  Packaging is another critical developmental process that we will address after completion of our formulation.


We approximate that non-clinical laboratory sales could take place earlier than United States Food and Drug Administration (“FDA”) approval. Management anticipates that selling our units earlier into the market as laboratory equipment or to international groups will pave the way for sales of our medical generators and formulation, but any financial contributions from intellectual property licenses and sales, non-medical generator and formulation sales will not be adequate to fund the substantial costs of the FDA approval process for human medical uses.  Even with sales to laboratories or other uses, we will require additional funding, which we currently do not have in place and cannot say if we will be able to obtain.  


All human medical uses of nitric oxide gas require FDA approval prior to initiating sales in the United States, and the approval of similar international agencies in their respective countries.  Approval can be a long and expensive process, with no assurance that any such approval can or will ever be obtained.


Clinical Applications of Inhaled Nitric Oxide


Nitric Oxide can be safely inhaled when delivered by face mask, by nasal cannula, or via an endotracheal tube. An ideal inhaled NO delivery device requires delivery synchronized with respiration and minimal production of NO 2 and should be simple to use with full monitoring capacity (high and low alarms and precise monitoring of NO, NO 2 , and O 2 ).


Since the inception of the only FDA approved treatment of hypoxia in newborns with nitric oxide (INOMAX from Ikaria Holdings) approximately 394,000 patients have been treated worldwide over a ten-year period. The cost of a typical nitric oxide delivery system is approximately $30,000 each.  Market expansion in the US will occur based on FDA approvals for other medical uses of nitric oxide therapies.  Off label use of nitric oxide has been extended to bronchopulmonary dysplasia, pulmonary arterial hypertension and chronic obstructive pulmonary disease.


Pulmonary Hypertension of the Newborn


Pulmonary hypertension in the newborn may be idiopathic or associated with premature closure of the ductus arteriosus, pneumonia, meconium aspiration, prematurity, or lung hypoplasia. The US Food and Drug Administration approved the use of inhaled NO for the treatment of newborns with hypoxic respiratory failure associated with clinical or echocardiographic evidence of pulmonary hypertension.


Preventing Chronic Lung Disease in the Newborn


Although advanced ventilator and medical therapies such as high-frequency ventilation and exogenous surfactant decrease the airway injury associated with the respiratory care of premature infants, the incidence of chronic lung disease remains high and causes important morbidity. Experimental data indicate that NO decreases vascular cell proliferation and that chronic NO inhalation may decrease the pulmonary vascular disease observed in the newborn lung.


Safety and Cost-Effectiveness of Inhaled NO in the Newborn


Large clinical trials have demonstrated that NO inhalation is safe in the hypoxemic term newborn. Inhaled NO has not been associated with clinically evident bleeding in babies with pulmonary disease. In premature babies, studies suggest that inhaled NO does not increase the incidence of intraventricular hemorrhages.  http://circ.ahajournals.org/content/109/25/3106.full-ref-31, http://circ.ahajournals.org/content/109/25/3106.full-ref-33.  Several recent studies indicate that NO inhalation is a cost-effective therapy for treating newborns with hypoxic respiratory failure.  http://circ.ahajournals.org/content/109/25/3106.full - ref-35.


Treatment of Perioperative Pulmonary Hypertension With Inhaled NO


Congenital Heart Disease


Postoperative pulmonary hypertensive crises are an important cause of morbidity and mortality after surgery for congenital heart disease and may be precipitated by diminished NO production.  It is proposed that infants who after surgery inhaled 10 ppm NO continuously until just before extubation had fewer pulmonary hypertensive crises and shorter times to eligibility for extubation.




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Inhaled NO to Treat Ischemia-Reperfusion Injury


Ischemia-reperfusion injury is one of the major causes of early graft failure after lung transplantation. Inhaled NO has been shown to attenuate ischemia-reperfusion injury in the lung and other organs in recent publications.


Chronic Obstructive Pulmonary Disease


Severe chronic obstructive pulmonary disease (COPD) is frequently complicated by pulmonary hypertension and hypoxemia. Recent randomized studies demonstrated that the combined use of supplemental oxygen and inhaled NO for a period of 3 months via a portable inspiratory pulsing device caused a greater improvement of pulmonary hemodynamics than supplemental oxygen alone and did not worsen the oxygenation of COPD patients.


Competition


Large companies with established brand names have a distinct advantage in the medical device arena. The costs of developing a product followed by the costs of testing and licensing favor larger well financed and establish companies.  It will be difficult for NU-MED to compete in this industry and we will have to focus on the niche products, if we hope to be able to compete. The number of companies that have a product or products involving NO and free radicals is quite large and difficult to determine precisely as this is not the main focus of these companies.


In addition to companies that may be working on similar solutions in the Nitric Oxide space but have not been public in any product offerings, NU-MED considers the following companies as direct competitors in the Nitric Oxide market space anticipated by Nu-Med Plus. This does not preclude that large pharmaceutical or medical supply companies will enter the critical care market with substantially similar products or systems.


Ikaria Holdings Inc. is the only company with an FDA approved nitric oxide (INOMAX) delivery system in commerce. The FDA approval is limited to persistent pulmonary hypertension in newborns (PPHN). Ikaria has submitted several other specific medical uses of nitric oxide to the FDA for approval. The system consists of a pressurized tank source of the nitric oxide and a delivery and monitoring system and is intended for non-portable hospital use.


GeNO LLC is a technology company focused on their GeNOsyl Nitrosyl system of nitric oxide generation and delivery. This is a unique patented system based on the conversion of nitrogen dioxide/dinitrogen tetroxide to pure nitric oxide. Several delivery platforms have been submitted for FDA approval – ambulatory (portable), tank delivery and a respirator system. Approval is pending.


GeNOsys Inc. is a technology startup that is developing and on-demand nitric oxide source. The product is described as being able to replace pressurized tank sources of nitric oxide. There are currently no FDA filings.


12 th Man Technologies is a consortium of three companies that have combined their respective strengths to offer nitric oxide tank gas at significant cost savings along with appropriate delivery system hardware. FDA submissions under generic drug application and 510(k) are anticipated. They are currently taking pre-market availability orders.


Many of our competitors, either alone or with their strategic partners, may have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of products and the commercialization of those products. Accordingly, our competitors may be more successful than we may be in obtaining approval for therapies or delivery hardware and achieving widespread market acceptance. We anticipate that we will face intense and increasing competition as new drugs and advanced technologies become available.


Employees

 

The Company currently has one employee and relies on its officers for most of its activities.   


Description of Property


NU-MED’s corporate office is at 455 E 500 S, Suite 250, Salt Lake City, Utah 84111.  Our R&D facility is located at 1266 S 1380 W Orem, Utah 84058.   We pay rent of $1,000 per month for the corporate office and $388 for the R&D facility.  Our leases are on a month to month basis.  Management believes these facilities will serve our purposes for at least the next twelve months.  


Regulations


Our proposed products would use nitric oxide gas for use in medical treatment.  Accordingly, our products will require prior FDA approval, which is expected to take many years and may not be obtained even after expanding substantial resources in such efforts. Various laws and regulations govern or influence the research and development, manufacturing, safety, labeling, storage, record



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keeping and marketing of our products.  The lengthy process of seeking these approvals, and the subsequent compliance with applicable laws and regulations require the expenditure of substantial resources. Any failure by us to obtain or maintain, or any delay in obtaining or maintaining, regulatory approvals could materially adversely affect our business.  Our policy will be to conduct our research and development activities in compliance with current FDA guidelines, and with comparable guidelines in other countries where we may be conducting clinical trials or other developmental activities.


The following is brief a summary of applicable governmental regulations to which we may be subject in our planned business operations that related to the use of our products in the medical field.


Clinical testing, manufacturing and marketing of human pharmaceutical products require prior approval from the FDA and comparable agencies in foreign countries. The FDA has established mandatory procedures and safety and efficacy standards that apply to the testing, manufacture and marketing of such products in the United States.  In the United States, these procedures include pre-clinical studies, the filing of an Investigational New Drug Application ("IND") or equivalent, human clinical trials and approval of a New Drug Application ("NDA").  The results of pre-clinical testing, which include laboratory evaluation of product chemistry and animal studies to assess the potential safety and efficacy of the product and its formulations, must be submitted to the FDA as part of an IND that must be reviewed before clinical testing can begin.


The results of the preclinical and clinical testing are then submitted to the FDA in the form of an NDA for approval to commence commercial sales. The FDA may, in responding to an NDA, grant marketing approval, request additional information or deny the approval if it determines that the NDA does not provide an adequate basis for approval. Among the conditions for an NDA approval is the requirement that the prospective manufacturer's quality control and manufacturing procedures conform on an ongoing basis with current Good Manufacturing Practices ("GMP"). In complying with GMP, we must continue to expend time, money and effort in the areas of production and quality control to ensure full compliance or engage the services of outside contractors who are well versed in compliance with these requirements. Following approval of the NDA, we are subject to periodic inspections by the FDA.  Any determination by the FDA of manufacturing deficiencies could materially adversely affect our business.


European countries generally follow the same procedures.  The European Union has established a unified filing system administered by the Committee for Proprietary Medicinal Products ("CPMP") designed to reduce the administrative burden of processing applications for pharmaceutical products derived from new technologies.  Following CPMP review and approval, marketing applications are submitted to member countries for final approval and pricing approval, as appropriate.  In addition to obtaining regulatory approval of products, it is generally necessary to obtain regulatory approval of the facility in which the product will be manufactured.  The approval process for medical devices in Europe is similar but is administered by private certification organizations known as Notified Bodies, which are accredited by each member state of the European Union.  The receipt of regulatory approvals often takes a number of years, involves the expenditure of substantial resources and depends on a number of factors, including the severity of the disease in question, the availability of alternative treatments and the risks and benefits demonstrated in clinical trials.  On occasion, regulatory authorities may require larger or additional studies, leading to unanticipated delay or expense. There can be no assurance that any approval will be granted and, even if granted, such approval may be withdrawn if compliance with regulatory standards is not maintained.  In addition, the regulatory approval processes for products in the U.S., European countries and other countries around the world are undergoing or may undergo changes, and we cannot predict what effect any changes in the regulatory approval process may have on our business.


Clinical testing of an unapproved significant-risk medical device requires FDA approval in the form of an Investigational Device Exemption (IDE). The IDE application provides information to the FDA on device design and qualification, as well as on the study protocol. The FDA is mandated to respond to the IDE application within 30 days. An IDE may also be required for studies in which an approved device is used for a purpose distinct from its approved indication. This is typically the case when a trial is sponsored by a company for the purpose of expanding the indication of a device or making significant changes in the instructions for use.


Medical devices are regulated in the United States by the Center for Devices and Radiological Health (CDRH) of the FDA. The FDA/CDRH mandate is to promote and protect the public health by making safe and effective medical devices available in a timely manner. The standard for demonstrating safety and effectiveness is determined in part by the risk associated with the device in question. Devices are classified according to their perceived risk using a 3-tiered system (class I, II, or III).


Class I devices (lowest risk) are subject to general controls, which are published standards pertaining to labeling, manufacturing, post-market surveillance, and reporting. Devices are placed into class I when there is reasonable assurance that general controls alone are adequate to assure safety and effectiveness. The general controls that typically apply to class I devices include prohibitions against adulteration and misbranding, requirements for establishing registration and device listing, adverse event reporting, and good manufacturing practices. Furthermore, remedies including seizure, injunction, criminal prosecution, civil penalties, and recall authority are provided to FDA. Formal FDA review is not required for most class I devices before their market introduction.


Class II devices are those higher-risk devices for which general controls alone have been found to be insufficient to provide reasonable assurance of safety and effectiveness, but for which there is adequate information available to establish special controls. Special controls may include performance standards, design controls, and post-market surveillance programs. In addition, most class II



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devices require FDA clearance of a premarket notification application (PMA or 510[k]) before the device may be marketed. In the 510(k) application, the medical device manufacturer must provide data to demonstrate that the new device is “substantially equivalent” to a legally marketed device. Although substantial equivalence can usually be demonstrated on the basis of bench and animal testing alone, approximately 10% of 510(k) applications include clinical data.


Class III devices, such as heart valves, pacemakers/implantable cardioverter-defibrillators, and coronary stents, are judged to pose the highest potential risk. These devices are either life-sustaining/supporting, of substantial importance in preventing impairment of human health, or present a high risk of illness or injury. Consequently, general and special controls alone are inadequate to provide reasonable assurance of safety and effectiveness. Most class III devices require FDA approval of a PMA before they can be legally marketed. Approval of the PMA generally requires clinical data demonstrating reasonable assurance that the device is safe and effective in the target population.


The Human Device Exemption (HDE) is a new pathway to allow for commercialization of class III devices designed to address small markets, ie, diseases or conditions that affect fewer than 4000 patients in the United States each year. Approval of an HDE requires demonstration that the device is safe and the probable benefits outweigh the probable risks. Although the process may require smaller clinical trials, an HDE device must continue to operate under local IRB approval at each participating institution and must continue to collect case report forms akin to an ongoing clinical trial. The PMA process typically involves a series of studies starting with first clinical use and culminating in a multicenter, prospective randomized control trial (pivotal trial). The complexity and extent of the clinical testing program is dictated by the nature of the device and its proposed use. The clinical study program is developed by the company in conjunction with clinician investigators, all in close collaboration with FDA/CDRH.


The first and arguably most important step in this process is the pre-IDE meeting, in which the company, often accompanied by the lead clinical investigator(s), meets with FDA/CDRH to present data about the device, its clinical development program, and its intended use after approval. The FDA/CDRH staff reviews existing bench and animal data (as well as any outside-the-United States clinical data) and makes informal non-binding suggestions regarding the need (if any) for additional pre-clinical data (bench and animal), as well as the study design. The sponsor then submits an IDE application to FDA/CDRH for formal review.


Clinical development of a new class III device is typically divided into pilot and pivotal trial phases. The purpose of the pilot phase (starting with first clinical use) is to establish safety and to assist in design of the pivotal trial. Pilot-phase testing is typically limited to fewer than 100 patients treated at a few centers. The purpose of the pivotal trial is to generate data that define patient populations in which use of the device is safe and effective. The dialogue initiated during the pre-IDE meeting continues and intensifies between FDA/CDRH and the company over the specifics of the pivotal trial and includes the patient population, the control group against which the new device will be evaluated, and the primary and secondary end points of the evaluation. For first-in-class devices, eg, drug-eluting stents, where there are few data regarding short- or long-term outcomes, FDA/CDRH requires prospective randomized controlled studies. Though high profile, devices that require randomized data for approval are the exception rather than the rule. The vast majority of device clinical trials are case series that carefully document product performance. Still more products are approved as “tools.”


When FDA/CDRH has substantial data on the device class metrics, comparisons may be made to historical data or objective performance criteria. When few data on existing standards are available, the FDA typically requires randomized rather than single-arm studies, in which the new device is compared against concurrent controls treated with current best medical practice. The comparison may be powered to show that the new treatment is superior to prior approaches, or that it is non-inferior (equivalent or better) compared with a previously approved device in a new area.


The specifics regarding study design may have profound impact on the time and cost of bringing a new device to market. Though the primary mission of the FDA/CDRH is to ensure safety and effectiveness of commercially available devices, when exerting regulatory oversight the agency must balance its primary mission with the costs of introducing new technologies to the clinical marketplace. This has been codified by the FDA Modernization Act and the FDA Modernization Act-II, which require the agency to pursue the “least burdensome means” available to establish device safety and efficacy. The trial must be conducted according to good clinical practices standard, with the approval of the local IRB at each participating center.  


Every clinical site is federally mandated to have an IRB responsible to ensure the protection of the rights, safety, and welfare of research subjects. Regulation of the IRB review of protocols involving medical devices is under the purview of the FDA. The Office of Protection From Research Risks (OPRR) is responsible for oversight regarding all human research and is in direct communication with the FDA/CDRH. Studies involving human subjects that do not involve products regulated by the FDA fall under the direct purview of the OPRR. Both the FDA and the OPRR are in the Department of Health and Human Services. Each IRB must meet standards for the composition, leadership, and processes set forth by that department. IRBs are subject to periodic audits by the FDA to ensure that records and procedures are in compliance with regulations. The IRB process typically requires approximately 3 months, but at times can take considerably longer.


The company must also negotiate agreements with each clinical site addressing the many issues associated with the clinical trial. In addition to the study costs/reimbursement (per-patient enrolled and overhead), these agreements typically include indemnification and



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the assignment of ownership rights of new discoveries (intellectual property) made in the course of the study. The resources required at each center to perform the high quality research necessary for a PMA protocol are formidable. Pivotal studies required for a PMA application are typically large multicenter randomized trials and often represent the largest commercial risk and expense in the device development process. In addition to obtaining an IDE from the FDA and formally recruiting clinical sites, includes engaging a contract research organization (CRO), core laboratories, formation of a data safety monitoring board (DSMB), and an executive committee.


Though there are many similarities in the regulatory process in the United States and countries within the European Union, there are important differences that impact the time and cost associated with the introduction of a new medical device. The European Union system relies heavily on notified bodies (NBs), which are independent commercial organizations to implement regulatory control over medical devices. NBs have the ability to issue the CE mark, the official marking required for certain medical devices. NBs are designated, monitored, and audited by the relevant member states via the national competent authorities. Many functions performed by the FDA/CDRH within the United States are performed by NBs, including medical device certification, device type designation, assessment and verification of quality systems, and review of design dossiers for high-risk devices. Currently, there are more than 50 active NBs within Europe. A company is free to choose any notified body designated to cover the particular class of device under review. After approval, post-market surveillance functions are the responsibility of the member state via the competent authority. NBs typically function in a closed manner, providing little visibility on criteria required for approval. This dynamic allows for a high degree of variation as well as competition among NBs. As a result, NBs are perceived by industry to be less bureaucratic organizations that can respond more quickly and efficiently than the FDA.


Criteria for approval of high-risk devices are different in the European Union. To receive approval to market a class III high-risk (and some class II) device in the United States, the manufacturer must demonstrate the device to be reasonably safe and effective, which typically requires a prospective, randomized controlled clinical trial. To receive approval to market a device in the European Union, the manufacturer must demonstrate that the device is safe and that it performs in a manner consistent with the manufacturer’s intended use. This difference has a profound impact on the size and scope of the clinical studies for regulatory approval.


The demonstration of safety and efficacy for a new medical device is a long, arduous, and expensive developmental path from early concept to introduction into clinical practice.  


In addition to the foregoing, our present and future business may be subject to various laws and regulations relating to safe working conditions, clinical, laboratory and manufacturing practices, the experimental use of animals and the use and disposal of hazardous or potentially hazardous substances, including radioactive compounds and infectious disease agents, used in connection with our research, as well as national restrictions on technology transfer, and import, export and customs regulations and similar laws and regulations in foreign countries.


Concentration of Customers


Currently we do not have any customers and will not have any customers for some time until our product is through the development stage and testing stage.  This may take several years.


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration


We have no patents or trademarks.  We also have no franchises, concessions, royalty agreements or labor contracts.


Research and Development Costs During the Last Two Fiscal Years


We were only formed in 2011 and have spent most of our time raising initial capital and setting up our organization and initial lab.  


Item 1A.  Risk Factors


NU-MED’s operations are subject to a number of risks including:

 

Risk Factors Relating to NU-MED’ Proposed Activities


We currently do not have the capital to fund operations and are dependent on raising additional capital to stay in business.


NU-MED is still in the development stages and does not have an operating history in which to judge an investment decision.  Additionally, NU-MED is currently undercapitalized and relying on equity and debt investments to continue operations. Although we have identified the product we want to develop and market, we are still in the design and development stage with the product.  Given we will be producing a medical device, it may take years of testing before we are able to start selling our product and we will need more capital infusions to get the product developed and to market.  Investors in NU-Med would be placing their money in a company with unproven and undeveloped products which are potentially years away from being able to sell and no support for the



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eventual commercial application or market for the product.  Given the uncertainties facing the company, investors should look to an investment in NU-MED as highly speculative and risky with a high probability of losing their entire investment.


We are still developing products so the ultimate success of our products is unknown.


NU-MED is entering into a new business.  NU-MED has focused on the development of medical products which requires extensive capital investment and can be a very length process subject to extensive regulatory approval.  The ultimate success of NU-MED and its products is very uncertain.  Investors will therefore be placing their money in an undercapitalized company with no proven operations.


We will need additional financing which will potentially dilute current investors and we may not be able to obtain such financing.


NU-MED intends to engage in product development that will require substantial capitalization as we attempt to develop or products. Accordingly, NU-MED’ future success and profitability may be based on our ability to obtain additional financing on favorable terms. Any additional financing may cause dilution to current investors and there can be no assurance that any additional financing will be on terms that are favorable to NU-MED and our shareholders.  

 

The medical product business is highly competitive and subject to extensive regulations making it difficult and very expensive to bring new products into the marketplace.


We face vigorous competition from companies throughout the world, including multinational companies which are better financed and have more experience in medical product design.  Most of these competitors have greater resources than we do and may be able to respond to changing business and economic conditions more quickly than us.  Our ability to compete with these companies will be limited.  Additionally, with extensive regulation and testing of medical devices, it is extremely costly to bring a medical device to market and we may not be able to obtain the necessary capital to bring a medical device to market.  As such, an investment in the Company is very risky and could result in the loss of an investor’s entire investment.


Our success will be dependent on the ability of management to develop medical devices.


Our success depends on our ability to develop medical productions.  With limited resources, we will be dependent on current management to be able to develop the medical devices.  None of our current management members has extensive experience developing medical products or bringing them to market.  As such, investors will be placing money with individuals with no proven success in developing and selling medical devices thereby creating high risk of loss of an investor’s entire investment in the Company. 


Our success depends, in part, on our key personnel.


Our success depends, in part, on our ability to retain our key personnel, including our executive officers and senior management team. Our management team has created our business model and the initial focus on our first medical device. The unexpected loss of one or more of our key executives could adversely affect our business.  Our success also depends, in part, on our continuing ability to identify, hire, train and retain other highly qualified personnel.  Competition for these employees can be intense.  We may not be able to attract, assimilate or retain qualified personnel in the future, and our failure to do so could adversely affect our business. 


We May Be Subject to Product Liability Claims if People or Property Are Harmed by the Products We Sell


Some of the products we manufacture and sell may expose us to product liability claims relating to personal injury or death caused by such products.  Although we will maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.


General Risks Relating to Investors


We do not intend to pay dividends in the near future.


NU-MED has not paid, and does not plan to pay, dividends in the foreseeable future, even if we were profitable.  Earnings, if any, are expected to be used to expand operations, for research and development and for general corporate purposes, rather than to make distributions to shareholders.


Investors will not have cumulative voting and will not be able to elect directors based on the percentages of ownership.  


Holders of Common Stock are not entitled to cumulate their votes for the election of directors or otherwise.  Even after the sale of all



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Shares offered hereunder and their conversion to shares of Common Stock, the present shareholders of NU-MED will be able to elect all of the directors of NU-MED and effectively control NU-MED’ affairs.  (See "DESCRIPTION OF SECURITIES.")


We may issue more stock without shareholder input or consent which could dilute the book value of your investment.


The board of directors has authority, without action by or vote of the shareholders, to issue all or part of the authorized but unissued shares. In addition, the board of directors has authority, without action by or vote of the shareholders, to fix and determine the rights, preferences, and privileges of the preferred stock, which may be given voting rights superior to that of the common stock. Any issuance of additional shares of common stock or preferred stock will dilute the ownership percentage of shareholders and may further dilute the book value of our shares. It is likely we will seek additional capital in the future to fund operations. Any future capital will most likely reduce current shareholders’ percentage of ownership.


A relatively small number of stockholders and managers have significant influence over us and other stockholders will not be able to have a voice in the direction of the company and stockholders may disagree with the decisions of management. 


A small number of our stockholders and management acting together would be able to exert significant influence over us through their ability to influence the election of directors and all other matters that require action by our stockholders.  The voting power of these individuals could have the effect of preventing or delaying a change in control of our company which they oppose even if our other stockholders believe it is in their best interests.  In addition, our executive officer has the ability to influence our day-to-day operations.  These factors could negatively affect our company and our stock price as other investors may be unwilling to invest in a company with such a consolidation of control.  Additionally, if stockholders dislike the decisions of management, it will be difficult for stockholders to get rid of current management.


The departure of certain key personnel could affect the financial condition of NU-MED due to the loss of their expertise.    


Our business plan was developed by our officers and will depend on their ability to design and create the initial models for our products.  Without their expertise, it is unlikely we will be able to complete the development and design of initial products.  We do not have the funds, at this time, to hire additional personnel and without current management, it would be unlikely we would be able to obtain further funding.  The loss of any member of management would severely hinder our ability to develop our proposed products.  A failure on our part to retain the services of these key personnel could have a material adverse effect on our operating results and financial conditions. We do not maintain key man life insurance on any of our employees.  


Item 2.  Financial Information


Summary of Financial Information


We have not had any revenues since our inception in 2011.  Our net loss for December 31, 2011, was $3,641 and our net loss for the six months ended June 30, 2012 was $65,775.  At December 31, 2011, we had cash of $870 and working capital deficit of $830.  At June 30, 2012, we had cash of $16,957 and working capital of $48,368.


The following table shows selected summarized financial data for NU-MED at the dates and for the periods indicated.  The data should be read in conjunction with the financial statements and notes included herein beginning on page F-1.




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STATEMENT OF OPERATIONS DATA :


 

 

For the Six

Months Ended

June 30,

2012

 

For the Year

Ended

December 31,

2011

Revenues

$

-

$

-

Cost of Revenues

 

-

 

-

General and Administrative Expenses

 

3,741

 

3,623

Operating Expense

 

65,792

 

3,641

Net (Loss)

 

(65,775)

 

(3,641)

Basic (Loss) per Share

 

(0.00)

 

(0.00)

Basic Weighted Average Number of Shares Outstanding

 

18,496,664

 

11,753,424

 

 

 

 

 

BALANCE SHEET DATA :

 

 

 

 

 

 

June 30,

2012

 

December 31,

2011

Total Current Assets

$

55,799

$

870

Total Assets

 

156,917

 

1,406

Total Current Liabilities

 

7,431

 

1,700

Working Capital (Deficit)

 

48,368

 

(830)

Stockholders’ Equity (Deficit)-Development Stage

 

149,486

 

(294)


Management's Discussion and Analysis or Plan of Operation


Certain statements in this Report constitute “forward-looking statements.”  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth.  The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.


Critical Accounting Policies and Estimates


The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.  NU-MED believes there have been no significant changes during the year ended December 31, 2011.   


NU-MED’s accounting policies are more fully described in Note 1 of the audited financial statements.  As discussed in Note 1, the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the future events that affect the amounts reported in the financial statements and the accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.  Actual differences could differ from these estimates under different assumptions or conditions.  NU-MED believes that the following addresses NU-MED’s most critical accounting policies.


We will recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).  Under SAB 104, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.


Our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments.  If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required.




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We will account for income taxes in accordance with FASC 740-20, “Accounting for Income Taxes”.  Under FASC 740-20, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized.


PLAN OF OPERATION .


NU-MED is focused on the development of medical devices with the first product aimed at the delivery of nitrogen oxide to patients. NU-MED believes the current delivery systems and supply of nitrogen oxide are costly and creates an opportunity to develop a machine that can utilize cheaper delivery devices for nitrogen oxide.  In an effort to develop products, shortly after the founding of NU-MED, management raised initial capital to be able to establish a lab and purchase equipment to work on the initial designs for a new medical device to deliver nitrogen oxide.


Management believes with the costs to develop new technology, it was important to divide the capital needs into phases to be able to track development progress and anticipate capital needs better.  Rather than trying to raise a larger amount of capital upfront which management felt would result in higher dilution than otherwise would be required, management has chosen to raise capital in tranches as product development progresses.  With the first phase of establishing a lab and completing initial design completed, management anticipates having to seek additional capital in the near future to create prototype machines and begin initial testing and further development.  The exact amount of capital and time frame to continue the development of the initial products is still unknown as management continues to modify current designs.  Management does believe it may take years before a commercial product is able to be marketed and will have to rely on outside funding to support operations through not only the development and testing phases but the licensing phase and initial marketing cycles.


LIQUIDITY AND CAPITAL RESOURCES


December 31, 2011


At December 31, 2011, we had only recently been formed and had little in the way of capital.  At December 31, 2011, we had assets of only $1,406 and liabilities of $1,700.  Our focus after initial formation was on the continued development of our business plan and preparing to raise initial capital to be able to establish a lab and facility to develop our initial prototypes.  As part of our formation, we issued shares to our management and to consultants that helped refine our business plan.


June 30, 2012


By June 30, 2012, we had completed our initial capital raise to provide funding for the establishment of our lab and facilities and provide capital to help outfit the lab and provide materials for developing our prototype machines.  At June 30, 2012, we had assets of $156,917 with current assets of $55,799 and liabilities of $7,431.  We anticipate the need for additional capital as we move forward with our business plan.


RESULTS OF OPERATIONS


December 31, 2011


For the year ended December 31, 2011, we had little in the way of operations having only recently been incorporated.  We had no revenues and initial expense associated with our formation of $3,641 resulting in a net loss of $3,641.  We anticipate losses to continue for the foreseeable future and for the losses to increase as we hire personnel and move into the development phase of our operation. We will be dependent on outside capital to support operations for the foreseeable future and at this time do not have any commitments for additional capital.


June 30, 2012


In April 2012, we raised $87,563 through the sale of 5,843,500 shares of our common stock at a price of $0.015 per share. With limited cash, we also issued 7,860,512 shares of our common stock for services.  Without any revenue in the quarter and six months ended June 30, 2012, we had a net loss of $46,241 for the quarter ended June 30, 2012 and $65,775 for the six months ended June 30, 2012.  Our loss was the result of expenses for the three and six months ended June 30, 2012 of $46,250 and $65,792, respectively.  Most of the expenses related to payroll expenses as we began paying salaries in February.  Professional and consulting fees also increased as we sought outside advisors with experience in product development.  We anticipate expenses to increase as we continue to expand our development of our initial prototype products.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements.



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ITEM 3.   PROPERTIES


NU-MED leases a corporate office at 455 East 500 South, Suite 205 Salt Lake City, Utah on a month to month basis.  NU-MED also has a laboratory facility at 1266 South 1380 East, Orem, Utah leased on a year to year basis.  We pay rent of $1,000 on our corporate office per month and $388 on our laboratory per month.  Our laboratory is approximately 240 square feet and houses our research and development work.  We believe our corporate office and laboratory are sufficient facilities for the foreseeable future.


ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Security Ownership of Certain Beneficial Owners:


The following table sets forth certain information as of September 13, 2012, with respect to the beneficial ownership of NU-MED’s Common Stock by each director of NU-MED and each person known by NU-MED to be the beneficial owner of more than 5% of NU-MED’s outstanding shares of Common Stock.  At September 13, 2012, there were 26,704,010 shares of common stock outstanding.


For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes general voting power and/or investment power with respect to securities.  Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named.  For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock, which such person has the right to acquire within 60 days after the date hereof.  The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership.


The following table sets forth as of September 13, 2012, the name and the number of shares of NU-MED' Common Stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by NU-MED to own beneficially, more than 5% of the 26,704,010 issued and outstanding shares of NU-MED' Common Stock, and the name and shareholdings of each director and of all officers and directors as a group.


 


Amount  of


Percentage of Outstanding

Name and Address of Beneficial Owner

Beneficial Owner

Common stock

 

 

 

Principal Shareholders

 

 

Jeffrey L. Robins

2152 W. Bryce Drive

Kaysville, Utah 84037

5,000,000

18.72%

William G. Moon

2595 North 140 East, #305

Provo, Utah 84604

4,000,000

14.98%

Dr. Craig Morrison

975 North Terrace Drive

Provo, Utah 84601

4,000,000

14.98%

SCS, Inc.

455 East 500 South, Suite 201

Salt Lake City, Utah 84111



2,405,442



9.01%

 

 

 

Officers and Directors

 

 

Jeffrey L. Robins

5,000,000

18.72%

William G. Moon

4,000,000

14.98%

Dr. Craig Morrison

4,000,000

14.98%

Director and executive officer of the

 

 

Company (3 individuals)

13,000,000

48.68%

_________________________________

SCS, Inc. is owned and controlled by Karl Smith.




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Control by Existing Stockholders


Current management has over 48% of the issued and outstanding shares of common stock.  As a result, it is likely they will be able to control NU-MED  and will most likely continue to be in a position to elect at least a majority of the Board of Directors of NU-MED, to dissolve, merge or sell the assets of NU-MED, and generally, to direct the affairs of NU-MED.


Dividends


We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future.  Our future dividend policy cannot be ascertained with any certainty.  There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.


Securities Authorized for Issuance under Equity Compensation Plans


Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

 

(a)

(b)

(c)

Equity compensation plans approved by security holders

None

None

None

Equity compensation plans not approved by security holders

None

None

None

Total

NA

NA

NA


ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS


Management


The following table sets forth information with respect to the officers and directors of NU-MED.  NU-MED’s directors serve for a term of one year and thereafter until their successors have been duly elected by the stockholders and qualified.  NU-MED’s officers serve for a term of one year and thereafter until their successors have been duly appointed by the Board of Directors and qualified.     


Name

Age

Title

Jeffrey L. Robins

64

CEO, Director

William G. Moon

63

Vice President of Technology/Operations, Director

Dr. Craig Morrison

70

Vice President of Research and Applications, Director


·

Jeffrey L. Robins: President/CEO .  Mr. Robins has 30 years of senior management experience in high technology companies coupled with 15 years of engineering leadership experience.  For the past five years, Mr. Robins has been a management consultant for his private consulting company Robins Resource Associates.  He served as VP Operations at TSCO Co., Inc. where he was a member of the executive staff with responsibilities for accelerated new product development and operations management. Mr. Robins has extensive global experience including Operations Senior Director at Fujitsu Microelectronics, where he was responsible for foundry services, product development and two wafer fabrication plants from start up to full production and ultimately having P&L responsibility for a $450 million operation. He was Fabrication Director of Operations at International Rectifier and has held various positions at Intel and AMD.   He is a past president of the Oregon Semiconductor Association.  Mr. Robins holds a B.S. in Pharmacy from Idaho State University, a B.S. in Political Science from Weber State University and an Engineering Management Certificate from Idaho State University.


·

William G. Moon : Vice President of Technology/Operations .  For the past five years Mr. Moon has been vice president of engineering for Reflect Scientific, Inc. (from February 2011 to present) and served a two year church mission in the D.R. Congo and consulted for his own firm Moon Automation. Mr. Moon’s background includes positions of Principle Engineer and VP of Engineering at Quantum Corporation, the world’s largest disk drive company. He co-founded Plus Development, a wholly owned Quantum subsidiary and helped develop “Hardcard,” a plug-in hard drive card. Mr. Moon has served on the board of directors of several technical ventures and is presently an active angel investor. He holds 15 patents and has several publications in computer trade magazines. Mr. Moon has a M.S. and B.S. in Mechanical Engineering from BYU, received the BYU Honored Alumni award, and served as an adjunct professor at BYU.




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·

Dr . Craig Morrison: Vice President of Research and Applications.   Dr. Morrison is a practicing surgeon in the State of Utah at the Brigham Young Student Health Center where he has been for the past five years.  Dr. Morrison has been an attending and consulting staff general surgeon since 1978. Dr. Morrison received his Doctor of Medicine Degree from the University of Oregon Medical School in 1970, followed by a pediatric internship and surgical residency at the University of Southern California-Los Angeles County Hospital and the Huntington Memorial Hospital in 1975. He has provided his medical expertise and is one of the pioneering shareholders in the finance and development of synthetic alternatives to blood for Sanguine Corporation. Dr. Morrison has served on the medical advisory board of Sanguine Corporation, Rubicon, Inc. and Reflect Scientific Inc. Dr. Morrison has participated in various humanitarian efforts worldwide throughout his career.


None of our officers and directors has not filed for bankruptcy, been convicted in a criminal proceeding or been the subject of any order, judgment, or decree permanently, temporarily, or otherwise limiting activities (1) in connection with the sale or purchase of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, (2) engaging in any type of business practice, or (3) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of an investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity.  


Family Relationships


The officer / director has no family relationships to any other related parties.


ITEM 6. EXECUTIVE COMPENSATION


EXECTUTIVE COMPENSATION


The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or paid to NU-MED’s chief executive officer and each of the other executive officers that were serving as executive officers at December 31, 2011 (collectively referred to as the "Named Executives").  No other executive officer serving during 2011 received compensation greater than $100,000.


Summary Compensation Table


Name and

Principal

Position



Year



Salary



Bonus


Stock

Awards


Option

Awards

Non-Equity

Incentive Plan

Compensation

All

Other Compensation



Total

Jeffrey L. Robins

2011

$2,423

--

--

--

--

--

$2,423

  CEO

 

 

 

 

 

 

 

 

________________

The value of all of Mr. Robins services performed during 2011 has been recognized as contributed services to the Company and has been waived by Mr. Robins.


Mr. Robins began taking a salary in February 2012.  Mr. Robins’ salary is currently $43,200 a year or $3,600 a month.


Outstanding Equity Awards At Fiscal Year-End


We had no outstanding equity awards at fiscal year-end 2011.


Option/Stock Appreciation Rights (SAR) Grants in Last Fiscal Year


In fiscal 2011, there were no stock options or SAR Grants.


Stock Option Exercise


In fiscal 2011, none of the named executives exercised any options to purchase shares of common stock.


Long-Term Incentive Plan (“LTIP”)


There were no awards granted during fiscal year 2011 under a long-term incentive plan.




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Board of Directors Compensation


Each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.  We did not compensate our directors for service on the Board of Directors during fiscal 2011.    


No other compensation arrangements exist between NU-MED and our officers and directors.


Employment Contracts and Termination of Employment and Change-in-Control Arrangements


NU-MED does not have any employment contracts with our executive officers.  No other compensatory plan or arrangements exist between NU-MED and our executive officers that results or will result from the resignation, retirement or any other termination of such executive officers’ employment with NU-MED or from a change-in-control of NU-MED.


Report on Repricing of Options/SARs


During fiscal 2011, we did not adjust or amend the exercise price of stock options or SARs previously awarded to any executive officer.


Report on Executive Compensation


The Board of Directors determines the compensation of NU-MED’s executive officer and president and sets policies for and reviews with the chief executive officer and president the compensation awarded to the other principal executives, if any. The compensation policies utilized by the Board of Directors are intended to enable NU-MED to attract, retain and motivate executive officers to meet our goals using appropriate combinations of base salary and incentive compensation in the form of stock options. Generally, compensation decisions are based on contractual commitments, if any, as well as corporate performance, the level of individual responsibility of the particular executive and individual performance.  At this time, the Board of Directors has determined no compensation is warranted to the officers and directors until such time as a merger is completed or business operation is established.  At such time, executive compensation on an ongoing basis will be reviewed.

 

Code of Ethics


We do not have a code of ethics.


Board of Directors Interlocks and Insider Participation in Compensation Decisions


No such interlocks existed or such decisions were made during fiscal year 2011.


Option Plans


NU-MED has no option plans and no outstanding options.

 

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


We believe that all purchases from or transactions with affiliated parties were on terms and at prices substantially similar to those available from unaffiliated third parties.  In 2011, we issued 13,000,000 shares of our common stock to our founders for $13,000 in subscription receivables.  This $13,000 in subscription receivables was subsequently relieved in exchange for compensation in 2012 payable to the three managers/founders.


Except as set forth above, there were no material transactions, or series of similar transactions, during our Company’s last five fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years and in which any promoter or founder of ours or any member of the immediate family of any of the foregoing persons, had an interest.


ITEM 8.  LEGAL PROCEEDINGS


NU-MED is not, and has not been, involved in any legal proceedings during the last fiscal year.




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ITEM 9.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS


NU-MED’s Common Stock is not quoted.  Since its inception, NU-MED has not paid any dividends on its Common Stock, and NU-MED does not anticipate that it will pay dividends in the foreseeable future.  At December 31, 2011, NU-MED had approximately 3 stockholders of record.  As of December 31, 2011, NU-MED had 13,000,000 shares of its Common Stock issued and outstanding.


Possible Sale of Common Stock Pursuant to Rule 144


NU-MED has previously issued shares of common stock that constitute restricted securities as that term is defined in Rule 144 adopted under the Securities Act.  Subject to certain restrictions, such securities may generally be sold in limited amounts under Rule 144.  NU-MED currently has 26,704,010 shares outstanding.  In 2011, NU-MED issued 13,000,000 shares of its common stock to its three founders.  In 2012, NU-MED completed a private placement of its common stock raising $87,563 through the issuance of 5,842,500 shares of our common stock in a private placement.  Additionally, with limited cash resources, in 2012, we issued 7,860,512 shares of our common stock to consultants and contractors assisting NU-MED in product development and other phases of our operations. They were issued under exemptions from the registration provisions of the Securities Act and as such would not be available for resale unless an exemption such as Rule 144 was available.  Currently, Rule 144 would not be available until at least one year.  When the shares potentially become available for resale, there could be a depressive effect on any market that may develop for NU-MED’s common stock given the amount of shares that would be available for resale versus the number currently available.


Reports to Stockholders


Upon the effectiveness of this Form 10, NU-MED will be required to file annual and quarterly reports with the Securities and Exchange Commission.  These reports will be available over the internet at the Securities and Exchange Commission web site www.sec.gov.


ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES


NU-MED was formed in 2011 and at the time of formation the three founders received 13,000,000 shares of common stock related to the founding and initial funding of NU-MED.  Subsequently in April 2012, NU-MED completed a private placement of its securities under Rule 506 of the rules and regulations promulgated under the Securities Act of 1933, and section 4(2) of the Securities Act.  A total of 5,842,500 shares were issued at $0.015 per share to a total of 55 shareholders all of whom were accredited investors.  Additionally, in March 2012, we issued 7,860,512 to 10 individuals for consulting services to be provided during the period April 1, 2012 through April 1, 2016 .  The shares were issued under section 4(2) of the Securities Act.


ITEM 11.  DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED


DESCRIPTION OF SECURITIES


NU-MED is authorized to issue 100,000,000 shares of capital stock, par value $0.001 per share with 90,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share.  


Common Stock


The holders of Common Stock are entitled to one vote per share on each matter submitted to a vote at any meeting of shareholders. Shares of Common Stock do not carry cumulative voting rights and, therefore, a majority of the shares of outstanding Common Stock will be able to elect the entire board of directors and, if they do so, minority shareholders would not be able to elect any persons to the board of directors.  NU-MED’ bylaws provide that a majority of the issued and outstanding shares of NU-MED constitutes a quorum for shareholders’ meetings, except with respect to certain matters for which a greater percentage quorum is required by statute or the bylaws.


Shareholders of NU-MED have no preemptive rights to acquire additional shares of Common Stock or other securities.  The Common Stock is not subject to redemption and carries no subscription or conversion rights.  In the event of liquidation of NU-MED, the shares of Common Stock are entitled to share equally in corporate assets after satisfaction of all liabilities.


Holders of Common Stock are entitled to receive such dividends, as the board of directors may from time to time declare out of funds legally available for the payment of dividends.  NU-MED seeks growth and expansion of its business through the reinvestment of profits, if any, and does not anticipate that we will pay dividends in the foreseeable future.




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Preferred Stock


Shares of Preferred Stock may be issued in one or more series or classes, with each series or class having the rights and privileges respecting voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series as determined by the board of directors at the time of issuance.  There are several possible uses for shares of Preferred Stock, including expediting financing and minimizing the impact of a hostile takeover attempt.  


Authority to Issue Stock


The board of directors has the authority to issue the authorized but unissued shares of Common Stock without action by the shareholders.  Future issuance of stock would most likely dilute the current ownership position and may be on terms and conditions more favorable than those terms and conditions of current shareholders.


Purchases of Equity Securities by Us and Affiliated Purchasers


There were no purchases of our equity securities by us or any of our affiliates during the year ended December 31, 2011.


Authority to Issue Stock


The board of directors has the authority to issue the authorized but unissued shares of Common Stock without action by the stockholders.  The issuance of such shares would reduce the percentage ownership held by current stockholders.


Transfer Agent


NU-MED’s transfer agent is Interwest Stock Transfer Company, 1981 Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117; telephone number 801-272-9294.


ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS


Section 16-10a-902 (1) of the Utah Law authorizes a Utah corporation to indemnify any director against liability incurred in any proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.


Section 16-10a-902 (4) prohibits a Utah corporation from indemnifying a director in a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in a proceeding in which the director was adjudged liable on the basis that he or she improperly received a personal benefit.   Otherwise, Section 16-10a-902 (5) allows indemnification for reasonable expenses incurred in connection with a proceeding by or in the right of a corporation.


Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a director to apply for indemnification to the court conducting the proceeding or another court of competent jurisdiction.   Section 16-10a-907 (1) extends this right to officers of a corporation as well.


Unless limited by the Articles of Incorporation, Section 16-10a-903 requires that a corporation indemnify a director who was successful, on the merits or otherwise, in defending any proceeding to which he or she was a party against reasonable expenses incurred in connection therewith.   Section 16-10a-907 (1) extends this protection to officers of a corporation as well.


Pursuant to Section 16-10a-904(1), the corporation may advance a director’s expenses incurred in defending any proceeding upon receipt of an undertaking and a written affirmation of his or her good faith belief that he or she has met the standard of conduct specified in Section 16-10a-902.   Unless limited by the Articles of Incorporation, Section 16-10a-907 (2) extends this protection to officers, employees, fiduciaries and agents of a corporation as well.


Regardless of whether a director, officer, employee, fiduciary or agent has the right to indemnity under the Utah Revised Business Corporation Act, Section 16-10a-908 allows the corporation to purchase and maintain insurance on his or her behalf against liability resulting from his or her corporate role.


There are no provisions in our Articles of Incorporation that protect or indemnify our directors or executive officers beyond what is permitted by Utah Law.


Our bylaws provide that we may indemnify our officers and directors and may advance all expenses incurred to any director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our



-18-



request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advancement of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise. The Board of Directors may authorize the corporation to indemnify and advance expense to any officer, employee, or agent of the corporation who is not a director to the extent permitted by law.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of NU-MED pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.


At this time, there are no current or pending lawsuits which would require indemnification.


In the event that a claim for the indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by the director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudications of such issue.


The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the Utah Corporation Law.

  

ITEM 13.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


The financial statements, notes thereto, and the related independent registered public accounting firm’s report of NU-MED are set forth immediately following the signature page to this Form 10 and are herein incorporated by this reference.


ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


NU-MED has not had any disagreements with its independent registered public accounting firm.


ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS


The following financial statements, notes thereto, and the related independent registered public accounting firm’s report contained on page F-2 to our financial statements are herein incorporated:


Six Months Ended June 30, 2012


Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2011

Unaudited Statements of Operations for the Three and Six months ended June 30, 2012

Unaudited Statements of Cash Flows for the Six Months ended June 30, 2012

Notes to Unaudited Financial Statements for the Six Months ended June 30, 2012


December 31, 2011


Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2011

Statements of Operations for the Years ended December 31, 2011

Statements of Stockholders' Equity (Deficit) for the for the period from Inception on October 19, 2011, through December 31, 2011

Statements of Cash Flows for the Years ended December 31, 2011

Notes to Financial Statements for the Years ended December 31, 2011




-19-



INDEX TO EXHIBITS


Copies of the following documents are included as exhibits to this Form 10 pursuant to item 601 of Regulation S-K.


 

SEC

 

 

Exhibit

Reference

Title of

 

No.

No.

Document

Location

 

 

 

 

3(i)

3.01

Articles of Incorporation

This Filing

 

 

 

 

3(i)

3.02

Article IV of the Articles of Incorporation

See Exhibit 3.01

 

 

 

 

3(ii)

3.03

Bylaws of NU-MED

This Filing

 

 

 

 

4

4.01

Specimen Stock Certificate

This Filing




-20-




SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized.


NU-MED PLUS, INC.



September 18, 2012

By:   /s/ Jeffrey L. Robins

 

Jeffrey L. Robins, CEO, Principal Executive

  


September 18, 2012

By: /s/ Jeffrey L. Robins

 Jeffrey L. Robins, Principal Financial Officer


In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned in the capacities and on the dates stated.


Signature

Title

Date

       


/s/ Jeffrey L. Robins

Director, CEO

September 18, 2012

Jeffrey L. Robins



/s/ William G. Moon

Director, Vice President of Operations

September 18, 2012

William G. Moon



/s/ Dr. Craig Morrison

Director, Vice President of Technology

September 18, 2012

Dr. Craig Morrison



















   



-21-






Nu-Med Plus, Inc.

(A Development Stage Company)

Financial Statements

As of June 30, 2012




F-1






Nu-Med Plus, Inc.

(A Development Stage Company)

Financial Statements


Table of Contents




 

 

Page No.

 

 

 

Balance Sheets

 

F-3

 

 

 

Statements of Operations

 

F-4

 

 

 

Statements of Cash Flows

 

F-5

 

 

 

Notes to the Financial Statements

 

F-6

 

 

 




F-2





Nu-Med Plus, Inc.

(A Development Stage Company)

Balance Sheets


 

 

 

 

June 30,

December 31,

 

 

 

 

2012

(unaudited)

2011

ASSETS

 

 

 

 

Current assets

 

 

 

 

Cash

 

 $          16,947

$                 870

 

Prepaid expenses

 

38,852

-

 

 

Total current assets

 

55,799

870

Long-term assets

 

 

 

 

Property and equipment, net

 

             18,962

536

 

Prepaid expenses

 

82,156

-

 

 

Total long-term assets

 

           101,118

536

 

 

 

 

 

 

 

 

Total assets

 

 $        156,917

$             1,406

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

Current liabilities

 

 

 

 

Accounts payable

 

$             2,481

$                      -

 

Payroll taxes payable

 

4,950

-

 

Loan payable, Due on demand

 

-

1,700

 

 

Total current liabilities

 

        7,431

1,700

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

Preferred stock; $0.001 par value per share; 10,000,000 authorized; no shares issued and outstanding, respectively.

 

-



-

 

Common stock; $0.001 par value per share; 90,000,000 authorized; 26,704,010 and 13,000,000 shares issued and outstanding, as of June 30, 2012 and December 31, 2011 respectively.

 

        26,704



13,000

 

Additional paid-in capital

 

192,198

3,347

 

Stock subscription receivable

 

-

(13,000)

 

Deficit accumulated during the development stage

 

(69,416)

(3,641)

 

 

Total stockholders’ equity (deficit)

 

        149,486

(294)

 

 

Total liabilities and stockholders’ equity (deficit)

 $        156,917

$             1,406

The accompanying notes are an integral  part of these financial statements.

 




F-3





Nu-Med Plus, Inc.

(A Development Stage Company)

Statements of Operaitons

(unaudited)

 

 

 

 

Three months ended

Six months ended

From Inception on October 19, 2011 Through

 

 

 

 

June 30, 2012

June 30, 2012

June 30, 2012

 

 

 

 

 

 

 

Revenue

 

 $                          -   

 $                          -   

 $                          -   

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

General and administrative expense

 

792

3,741

4,017

 

Payroll expense

 

28,845

34,845

38,192

 

Rent expense

 

4,164

6,164

6,164

 

Professional/Consulting Fees

 

12,049

20,633

20,633

 

Depreciation expense

 

400

409

427

 

 

Total operating expenses

 

46,250

65,792

69,433

 

 

 

 

 

 

 

 

 

Operating Loss

 

(46,250)

(65,792)

             (69,433)

 

 

 

 

 

 

 

Other income

 

 

 

 

 

Interest income

 

9

17

17

 

 

Total other income

 

9

17

17

 

 

 

 

 

 

 

Income tax expense

 

                     -   

                     -   

                     -   

 

 

 

 

 

 

 

 

Net loss

 

$             (46,241)

$             (65,775)

 $            (69,416)

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$                  (0.00)

$                  (0.00)

 

 

Weighted average common shares

outstanding - basic and diluted

 

24,115,477

18,496,664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral  part of these financial statements.

 

 

 

 

 

 

 




F-4





Nu-Med Plus, Inc.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

 

 

 

Six months ended

From Inception on October 19, 2011 through

 

 

 

June 30, 2012

June 30, 2012

Cash flows from operating activities:

 

 

 

Net loss

$                (65,775)

$                (69,416)

 

Adjustment to reconcile net loss to net cash used in operating activities:

 

 

 

 

Depreciation

409

427

 

 

Stock for service

6,900

6,900

 

 

Services rendered for subscription receivable

13,000

13,000

 

 

Services contributed by officers

-

3,347

 

 

Prepaid expenses

(10,000)

(10,000)

 

 

Accounts payable

2,481

2,481

 

 

Accrued expense

4,950

4,950

 

 

Net cash used in operating activities

(48,035)

       (48,311)

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Purchases of property and equipment

(18,835)

             (19,389)

 

 

 

 

 

 

 

Net cash used in investing activities

(18,835)

             (19,389)

 

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from common stock

84,647

84,647

 

Proceeds from loan payable

-

1,700

 

Payments on loan payable

(1,700)

(1,700)

 

 

 

 

 

 

 

Net cash provided by financing activities

82,947

84,647

 

 

 

 

 

 

 

Net increase in cash

16,077

16,947

 

 

 

 

 

Cash at beginning of period

870

                        -   

 

 

 

 

 

Cash at end of period

$                   16,947

 $                 16,947

 

 

 

 

 

Supplemental schedule of cash flow information

 

 

 

Cash paid for interest

 $                             -

 $                            -

 

Cash paid for income taxes

$                             -

 $                            -

 

 

 

 

 

Supplemental schedule of non-cash financing activities

 

 

 

During the six months ended June 30, 2012, the Company issued 7,860,512 shares of common stock for prepaid services provided and to be provided by consultants and contractors.

 

 

The accompanying notes are an integral  part of these financial statements.




F-5






Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS


Nu-Med Plus, Inc. is an emerging growth early stage medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. The Company's immediate focus is on a Nitric Oxide powder formulation that is 99% pure-with one year shelf life, a "desktop" generator device with controls plus safety monitors built in that delivers inhaled Nitric Oxide to replace expensive pressurized canisters and a compact mobile rechargeable device to deliver inhaled Nitric Oxide gas. The Company is incorporated in Utah.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


a. Accounting Method


The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.


b. Revenue Recognition


The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured.


c. Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


d. Cash and Cash Equivalents


The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents.  


e. Fixed Assets


Fixed assets are 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 is five to seven years.


f. 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:



F-6






Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


 

For the Three-Months Ended

For the Six-Months Ended

 

June 30, 2012

June 30, 2012

 

 

 

Net loss (numerator)

 $                  (46,241)

 $                   (65,775)

Shares (denominator)

          24,115,477

          18,496,664

Net loss per share amount

 $                      (0.00)

 $                       (0.00)


Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. During the year there were no outstanding common stock equivalents. Furthermore, due to the net loss for the year, common stock equivalents would not be included in the calculation of the net loss per common share, as their inclusion would be anti-dilutive.


g. 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.


h. Equity Instruments Issued for Non-Cash Items


In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued.


NOTE 3 - GOING CONCERN


The Company anticipates that the funds received from subscribers during the first quarter of 2012 will not be sufficient 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 $100,000. Management will adjust any salaries and expenditures based on the need for successful continuous operations. If plans to obtain further financing prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern.


NOTE 4 - FIXED ASSETS


Fixed assets and related depreciation for the period are as follows:


 

 

June 30, 2012

 

Computer and office equipment

 $

19,389

 

Accumulated depreciation

 

(427)

 

 

 

 

 

     Total Fixed Assets

$

18,962

 


Depreciation expense for the six-months ended June 30, 2012, was $409.



F-7





Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements


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 quarter's end.


NOTE 6 - COMMON STOCK


On October 19, 2011, the company filed Articles of Incorporation with the State of Utah so as to authorize 90,000,000 shares of common stock having a par value of $0.001 per share. Immediately after authorization, 13,000,000 shares of the common stock were issued, at par, to Company's founding members. This issuance also resulted in the recognition of a $13,000 stock subscription receivable as of December 31, 2011.


On June 30, 2012, the $13,000 stock subscription was relieved, in full, in exchange for 2012 compensation paid to the Company's three founding members.


On January 19, 2012, the Company initiated a private placement through which it received gross proceeds of $87,563 for the issuance, on April 18, 2012, of 5,843,500 common shares valued at $0.015 per share. Stock issuance costs incurred in connection with this private placement totaled $3,006.


On April 18, 2012, the Company also issued 7,860,512 common shares valued at $0.015 per share for a total value of $117,908 to consultants and contractors for future services to be provided from the date of issuance through April 1, 2016.


NOTE 7 - COMMITMENTS AND CONTINGENCIES


Operating Lease Obligations


The Company leases office space and lab space for which it incurred lease payments, on a month to month basis, beginning in February and April of 2012 for $1,000 and $388 per month respectively.


NOTE 8 - RELATED PARTY TRANSACTIONS


Contributed Services


During 2011, the Company officers contributed services to the Company in the amount of $3,347. The Company officers received no compensation and have no expectation of compensation for these services, either now or in the future, and waive their rights to any such compensation.  


Compensation of Officers


In October of 2011, 13,000,000 shares of common stock were issued to the Company's three founding members. The issuance resulted in the recognition of a $13,000 stock subscription receivable as of December 31, 2011. On June 30, 2012, the $13,000 stock subscription was relieved, in full, in exchange for 2012 compensation paid to these founding members.


Additionally, beginning in February 2012 the Company agreed to compensate its Chief Executive Officer $3,600 per month.


NOTE 9 - LOAN PAYABLE


The Company received proceeds from a loan in the amount of $1,700 during 2011. This loan was due upon demand, had no stated interest rate, and was retired, in full, by payment in the second quarter of 2012. No interest was paid or recognized, during the year, due to the immateriality of such interest.




F-8





Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements


NOTE 10 - SUBSEQUENT EVENTS


The Company has evaluated subsequent events through September 19, 2012, the date the financial statements were available to be issued, pursuant to ASC Topic 855 and has determined that there are no events that require disclosure as of the date of issuance.






F-9







Nu-Med Plus, Inc.

(A Development Stage Company)

Financial Statements


Table of Contents




 

 

Page No.

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-11

 

 

 

Balance Sheet

 

F-12

 

 

 

Statement of Operations

 

F-13

 

 

 

Statement of Shareholders' Equity (Deficit)

 

F-14

 

 

 

Statement of Cash Flows

 

F-15

 

 

 

Notes to the Financial Statements

 

F-16

 

 

 



F-10










Report of Independent Registered Public Accounting Firm


To the Board of Directors

Nu-Med Plus, Inc.

(A Development Stage Company)

Salt Lake City, Utah


We have audited the accompanying balance sheet of Nu-Med Plus, Inc. (A Development Stage Company) as of December 31, 2011, and the related statements of operations, stockholders' equity (deficit), and cash flows for the period from inception of the development stage on October 19, 2011 through December 31, 2011.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nu-Med Plus, Inc. (A Development Stage Company) as of December 31, 2011, and the results of its operations and its cash flows for the period from inception of the development stage on October 19, 2011 through December 31, 2011, in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company does not currently have sufficient funding for its operations and additional debt and equity funding will need to be obtained to meet the Company’s operating needs.  This raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/HJ & Associates, LLC


HJ & Associates, LLC

Salt Lake City, Utah

September 19, 2012



F-11



Nu-Med Plus, Inc.

(A Development Stage Company)

Balance Sheet






 

 

 

 

December 31,

 

 

 

 

2011

ASSETS

 

 

 

Current assets

 

 

 

Cash

 

 $                870

 

 

Total current assets

 

        870

Long-term assets

 

 

 

Property and equipment, net

 

             536

 

 

Total long-term assets

 

             536

 

 

 

 

 

 

 

Total assets

 

 $            1,406

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

Current liabilities

 

 

 

Loan Payable, Due on Demand

 

 $            1,700

 

 

Total current liabilities

 

         1,700

 

 

 

 

 

Stockholders' equity (deficit)

 

 

 

Preferred stock; $0.001 par value per share; 10,000,000 authorized; no shares issued and outstanding as of December 31, 2011.

 

-

 

Common stock; $0.001 par value per share; 90,000,000 authorized; 13,000,000 issued and outstanding as of December 31, 2011.

 

         13,000

 

Additional paid-in capital

 

3,347

 

Stock subscription receivable

 

        (13,000)

 

Deficit accumulated during the development stage

 

(3,641)

 

 

Total stockholders' equity (deficit)

 

        (294)

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

 $            1,406

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 


 


F-12



Nu-Med Plus, Inc.

(A Development Stage Company)

Statement of Operations





 

 

 

 

From Inception on October 19, 2011 Through

 

 

 

 

December 31, 2011

 

 

 

 

 

Revenue

 

 

 $                                -   

 

 

 

 

 

Costs and operating expenses

 

 

 

General and administrative

 

3,623

 

Depreciation expense

 

18

 

 

Total costs and operating expenses

 

3,641

 

 

 

 

 

 

 

Operating Loss

 

             (3,641)

 

 

 

 

 

 

Income tax expense

 

                     -   

 

 

 

 

 

 

Net loss

 

 $                     (3,641)

 

 

 

 

 

 

Basic and diluted loss per share

 

 $                       (0.00)  

 

Weighted average common shares

outstanding - basic and diluted

 

11,753,424

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral  part of these financial statements.

 

 

 

 

 



F-13



Nu-Med Plus, Inc.

(A Development Stage Company)

Statement of Shareholders' Equity (Deficit)




 

 

 

 

 

 


Deficit Accumulated

 

 

 

 

 

 

Additional

Stock

During the

 

 

Preferred Stock

Common Stock

Paid-In

Subscription

Development

 

 

Shares

Amount

Shares

Amount

Capital

Receivable

Stage

Total

Balance at Inception, October 19, 2011

       -   

$          -   

          -   

$           -   

$              -   

$                  -   

$                     -   

 $                - 

Common Stock issued

 to founders

       -   

        -   

13,000,000

13,000

             

-   



(13,000)

             -   

-

Services contributed by officers

       -   

       -   

         -   

        -   

3,347


-

-   

3,347

Net loss for the year ended

 

 

 

 

 

 

 

        

December 31, 2011

       -   

        -   

          -   

        -   

        -   

-

        (3,641)

     (3,641)

Balance, December 31, 2011

       -   

$          -   

13,000,000

$13,000

$      3,347  


$     (13,000)

$          (3,641)

$        (294)

 

 

 

 

 

 

 

 

 





The accompanying notes are an integral  part of these financial statements.



F-14



Nu-Med, Inc.

(A Development Stage Company)

Statement of Cash Flows




 

 

 

From Inception on October 19, 2011 through

 

 

 

December 31, 2011

Cash flows from operating activities:

 

 

Net loss

$                     (3,641)

 

Adjustment to reconcile net loss to net cash

 

 

 

used in operating activities:

 

 

 

Depreciation

                 18

 

 

Services contributed by officers

3,347

 

 

Net cash used in operating activities

       (276)

 

 

 

 

Cash flows from investing activities:

 

 

Purchases of property and equipment

             (554)

 

 

 

 

 

 

Net cash used in investing activities

             (554)

 

 

 

 

Cash flows from financing activities

 

 

Proceeds from loan payable

         1,700

 

 

 

 

 

 

Net cash provided by financing activities

         1,700

 

 

 

 

 

 

Net increase in cash

               870

 

 

 

 

Cash at beginning of period

                        -   

 

 

 

 

Cash at end of period

 $                          870

 

 

 

 

Supplemental schedule of cash flow information

 

 

Cash paid for interest

 $                               -

 

Cash paid for income taxes

 $                               -

 

 

 

 

Supplemental schedule of non-cash financing activities

 

 

During the year ended December 31, 2011, the Company issued 13,000,000 shares of common stock for subscriptions receivable of $13,000.

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.


F-15



Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements

For the Year Ended December 31, 2011



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS


Nu-Med Plus, Inc. is an emerging growth early stage medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. The Company's immediate focus is on a Nitric Oxide powder formulation that is 99% pure-with one year shelf life, a "desktop" generator device with controls plus safety monitors built in that delivers inhaled Nitric Oxide to replace expensive pressurized canisters and a compact mobile rechargeable device to deliver inhaled Nitric Oxide gas. The Company is incorporated in Utah.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


a. Accounting Method


The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.


b. Revenue Recognition


The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured.


c. Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


d. Cash and Cash Equivalents


The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents.  


e. Fixed Assets


Fixed assets are 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 is five years.


f. 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:



F-16



Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements

For the Year Ended December 31, 2011



 

For the year ended

 

December 31, 2011

 

 

Net loss (numerator)

 $                     (3,641)

Shares (denominator)

          11,753,424

Net loss per share amount

 $                       (0.00)


Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. During the year there were no outstanding common stock equivalents. Furthermore, due to the net loss for the year, common stock equivalents would not be included in the calculation of the net loss per common share, as their inclusion would be anti-dilutive.


g. 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.


NOTE 3 - GOING CONCERN


The Company anticipates that the funds received from subscribers during the first quarter of 2012 will not be sufficient 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 $100,000. Management will adjust any salaries and expenditures based on the need for successful continuous operations. If plans to obtain further financing prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern.


NOTE 4 - FIXED ASSETS


Fixed assets and related depreciation for the period are as follows:


 

 

December 31, 2011

 

Computer and office equipment

 $

554

 

Accumulated depreciation

 

(18)

 

 

 

 

 

     Total Fixed Assets

$

536

 


Depreciation expense for the year ended December 31, 2011, was $18.


NOTE 5 - PREFERRED STOCK


On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize



F-17



Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements

For the Year Ended December 31, 2011


10,000,000 shares of preferred stock having a par value of $0.001 per share. No preferred shares are issued or outstanding at year's end.


NOTE 6 - COMMON STOCK


On October 19, 2011, the company filed Articles of Incorporation with the State of Utah so as to authorize 90,000,000 shares of common stock having a par value of $0.001 per share. Immediately after authorization, 13,000,000 shares of the common stock were issued, at par, to Company's founding members. This issuance also resulted in the recognition of $13,000 stock subscription receivable as of December 31, 2011. These shares remain the only shares issued and outstanding at December 31, 2011.

On June 30, 2012, the $13,000 stock subscription was relieved, in full, in exchange for forgiveness of accrued 2012 compensation payable to the Company's three founding members.


NOTE 7 - COMMITMENTS AND CONTINGENCIES


Operating Lease Obligations


The Company has no current operating leases as of December 31, 2011.


NOTE 8 - RELATED PARTY TRANSACTIONS


Contributed Services


During 2011, the Company officers contributed services to the Company in the amount of $3,347. The Company officers received no compensation and have no expectation of compensation for these services, either now or in the future, and waive their rights to any such compensation.  


NOTE 9 - LOAN PAYABLE


The Company received proceeds from a loan in the amount of $1,700 during the year. This loan is due upon demand, has no stated interest rate, and was retired, in full, by payment in the second quarter of 2012. No interest was paid or recognized during the year ended December 31, 2011 due to the immateriality of such interest.


NOTE 10 – INCOME TAXES


The provision (benefit) for income taxes for the year ended December 31, 2011, consists of the following:


 

2011

Federal:

 

 

    Current

$

-

    Deferred

 

-

 State:

 

 

    Current

 

-

    Deferred

 

-

 

$

-




F-18



Nu-Med Plus, Inc.

(A Development Stage Company)

Notes to the Financial Statements

For the Year Ended December 31, 2011


Net deferred tax assets consist of the following components as of December 31, 2011:


 

2011

Deferred tax assets (liabilities):

 

 

 

 

 

    NOL Carryover

$

100

    Valuation Allowance

 

(100)

    Net deferred tax asset (liability)

$

-


The income tax provision differs from the amount of income tax determined by applying the U.S. federal statutory rate of 34% to pretax income from continuing operations for the year ended December 31, 2011.


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, 2011, the Company had net operating loss carryforwards of approximately $300 that may be offset against future taxable income from the year 2012 through 2031. During 2011 the Company evaluated its deferred tax assets and concluded that none of the asset is currently realizable and that a full valuation allowance should be recorded.  The valuation allowance increased by $100 and leaves the Company with a net deferred tax asset of $0 as of December 31, 2011.  


Included in the balance at December 31, 2011 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.


NOTE 11 - SUBSEQUENT EVENTS


The company has evaluated subsequent events through September 19, 2012, the date the financial statements were available to be issued, in accordance with ASC topic 855 and has identified the following subsequent events:

On January 19, 2012, the Company initiated a private placement through which it received $87,563 for the issuance, on April 18, 2012, of 5,843,500 common shares valued at $0.015 per share.


On April 18, 2012, the Company also issued 7,860,512 common shares valued at $0.015 per share for a total value of $117,908 to consultants and contractors for future services be provided from the date of issuances thru April 1, 2016.


In the second quarter of 2012, the Company retired, in full, by cash payment, the 2011 $1,700 loan payable (described in Note 8).


On June 30, 2012, the $13,000 stock subscription (described in note 6) was relieved, in full, in exchange for forgiveness of accrued 2012 compensation payable to the Company's three founding members.





F-19


ARTICLES OF INCORPORATION

OF

NU-MED PLUS, INC.



The undersigned incorporator, desiring to form a corporation under the laws and constitution of the state of Utah, does hereby sign and deliver, in duplicate, to the Division of Corporations and Commercial Code of the state of Utah these Articles of Incorporation for NU-MED PLUS, INC. (hereinafter referred to as the "Corporation"):



ARTICLE I

NAME


The name of the Corporation shall be:   NU-MED PLUS, INC.



ARTICLE II

PURPOSE


The Corporation is organized to engage in any lawful act or activity for which a corporation may be organized under the Utah Revised Business Corporation Act.



ARTICLE III

AUTHORIZED SHARES


The Corporation is authorized to issue a total of 100,000,000 shares, consisting of 10,000,000 shares of preferred stock having a par value of $0.001 per share (hereinafter referred to as "Preferred Stock") and 90,000,000 shares of common stock having a par value $0.001 per share (hereinafter referred to as "Common Stock").  Shares of any class of stock may be issued, without shareholder action, from time to time in one or more series as may from time to time be determined by the board of directors.  The board of directors of this Corporation is hereby expressly granted authority, without shareholder action, and within the limits set forth in the Utah Revised Business Corporation Act, to:


(a)

designate in whole or in part, the preferences, limitations, and relative rights, of any class of shares before the issuance of any shares of that class;


(b)

create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the preferences, limitations, and relative rights of the series, all before the issuance of any shares of that series;


(c)

alter or revoke the preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares; or


(d)

increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series; provided that, the number may not be decreased below the number of shares of the series then outstanding, or increased above the total number of authorized shares of the applicable class of shares available for designation as a part of the series.





-1-




The allocation between the classes, or among the series of each class, of unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution, shall be as designated by the board of directors.  All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation's bylaws or in any amendment hereto or thereto shall be vested in the Common Stock.  Accordingly, unless and until otherwise designated by the board of directors of the Corporation, and subject to any superior rights as so designated, the Common Stock shall have unlimited voting rights and be entitled to receive the net assets of the Corporation upon dissolution.



ARTICLE IV

CONTROL SHARE ACQUISITION


No shareholder shall have the right to demand payment for his or her shares in the event of a control share acquisition as provided in section 61-6-12 of the Utah Code Annotated or successor statute of like tenor, which section shall not be applicable to the Corporation.



ARTICLE V

LIMITATION ON LIABILITY


To the fullest extent permitted by the Utah Revised Business Corporation Act or any other applicable law as now in effect or as it may hereafter be amended, a director of the Corporation shall have no personal liability to the Corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director.



ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS


To the fullest extent permitted by the Utah Revised Business Corporation Act or any other applicable law as now in effect or as it may hereafter be amended, the Corporation shall indemnify directors as set forth in the bylaws.  The Corporation may indemnify officers, employees, fiduciaries, and agents to the extent provided for in the bylaws or authorized by the board of directors.



ARTICLE VII

REGISTERED OFFICE AND REGISTERED AGENT


The address of the Corporation's registered office and the name of the registered agent at that address in the state of Utah are:


Jeffrey L. Robins

455 East 500 South, Suite 205

Salt Lake City, Utah  84111


Either the registered office or the registered agent may be changed in the manner provided for by law.





-2-




ARTICLE VIII

INCORPORATOR


The name and address of the incorporator signing these Articles of Incorporation is as follows:


Jeffrey L. Robins

455 East 500 South, Suite 205

Salt Lake City, Utah  84111



The undersigned affirms and acknowledges, under penalties of perjury, that the foregoing instrument is my act and deed and that the facts stated herein are true.


DATED this 19 th day of October 2011




/s/Jeffrey L. Robbins

Jeffrey L. Robins





-3-




The undersigned hereby accepts and acknowledges appointment as registered agent of NU-MED PLUS, INC.


DATED this 19 th day of October 2011.



/s/Jeffrey L. Robbins

Jeffrey L. Robins, Registered Agent





-4-



















BYLAWS





OF





NU-MED PLUS, INC.




A UTAH CORPORATION







TABLE OF CONTENTS


ARTICLE

PAGE


ARTICLE I

OFFICES

1

Section        1.1

Business Office

Section        1.2        Registered Office                                                                                             1

  1


ARTICLE II

SHAREHOLDERS

1

Section

2.1

Annual Shareholder Meeting

1

Section

2.2

Special Shareholder Meetings

1

Section

2.3

Place of Shareholder Meetings

1

Section

2.4

Notice of Shareholder Meetings

2

Section

2.5

Meetings by Telecommunications

3

Section

2.6

Fixing of Record Date

3

Section

2.7

Shareholder List

3

Section

2.8

Shareholder Quorum and Voting Requirements

4

Section

2.9

Increasing Either Quorum or Voting Requirements

4

Section

2.10

Proxies

4

Section

2.11

Voting of Shares

4

Section

2.12

Corporation's Acceptance of Votes

5

Section

2.13

Inspectors of Election

6

Section

2.14

Shareholder Action Without Meeting

6

Section

2.15

Election of Directors

6

Section

2.16

Business at Annual Meeting

6

Section

2.17

Conduct of Meeting

7

Section

2.18

Shareholder's Rights to Inspect Corporate Records

7

Section

2.19

Financial Statements Shall be Furnished to the Shareholders

8

Section

2.20

Dissenters' Rights

8


ARTICLE III

BOARD OF DIRECTORS

8

Section

3.1

General Powers

8

Section

3.2

Number, Tenure, and Qualification of Directors

8

Section

3.3

Regular Meetings of the Board of Directors

9

Section

3.4

Special Meetings of the Board of Directors

9

Section

3.5

Notice of, and Waiver of Notice for, Special Director Meetings

9

Section

3.6

Director Quorum

9

Section

3.7

Directors, Manner of Acting

9

Section

3.8

Establishing a "Supermajority" Quorum or Voting Requirement for the

Board of Directors

9

Section

3.9

Director Action Without a Meeting

10

Section

3.10

Removal of Directors

10

Section

3.11

Board of Director Vacancies

10



i




ARTICLE

PAGE


Section

3.12

Director Compensation

11

Section

3.13

Director Committees

11


ARTICLE IV

OFFICERS

12

Section

4.1

Number of Officers

12

Section

4.2

Appointment and Term of Office

12

Section

4.3

Removal of Officers

12

Section

4.4

President

12

Section

4.5

Vice-Presidents

12

Section

4.6

Secretary

12

 Section

4.7

Treasurer

13

Section

4.8

Assistant Secretaries and Assistant Treasurers

13

Section

4.9

Salaries

13


ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,

AND EMPLOYEES

13

Section

5.1

Indemnification of Directors

13

Section

5.2

Advance Expenses for Directors

13

Section

5.3

Indemnification of Officers, Agents, and Employees Who are not Directors

14


ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

14

Section

6.1

Certificates for Shares

14

Section

6.2

Shares Without Certificates

14

Section

6.3

Registration of the Transfer of Shares

15

Section

6.4

Restrictions on Transfer of Shares Permitted

15

Section

6.5

Acquisition of Shares

16


ARTICLE VII

DISTRIBUTIONS

16


ARTICLE VIII

CORPORATE SEAL

17


ARTICLE IX

DIRECTORS CONFLICTING INTEREST TRANSACTIONS

17


ARTICLE X

AMENDMENTS

17


ARTICLE XI

FISCAL YEAR

17


CERTIFICATE OF SECRETARY

18



ii







BYLAWS

OF

NU-MED PLUS, INC.



ARTICLE I

OFFICES


Section 1.1

Business Office .  The principal office of the corporation shall be located at any place either within or outside the state of Utah as designated in the corporation's most current annual report filed with the Utah Division of Corporations and Commercial Code.  The corporation may have such other offices, either within or without the state of Utah, as the board of directors may designate or as the business of the corporation may require from time to time.  The corporation shall maintain at its principal office a copy of certain records, as specified in section 2.18 of Article II.


Section 1.2

Registered Office .  The registered office of the corporation, required by section 16-10a-501 of the Utah Revised Business Corporation Act (the "Act") or any section of like tenor as from time to time amended shall be located within Utah and may be, but need not be, identical with the principal office (if located within Utah).  The address of the registered office may be changed from time to time.



ARTICLE II

SHAREHOLDERS


Section 2.1

Annual Shareholder Meeting .  The annual meeting of the shareholders shall be held within 150 days of the close of the corporation's fiscal year, at a time and date as is determined by the corporation's board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the state of Utah, such meeting shall be held on the next succeeding business day.


If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any subsequent continuation after adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient. The failure to hold an annual or special meeting does not affect the validity of any corporate action or work a forfeiture or dissolution of the corporation.


Section 2.2

Special Shareholder Meetings .  Special meetings of the shareholders, for any purpose or purposes described in the meeting notice, may be called by the president or by the board of directors and shall be called by the president at the request of the holders of not less than one- tenth of all outstanding votes of the corporation entitled to be cast on any issue at the meeting.


Section 2.3

Place of Shareholder Meetings .  The board of directors may designate any place, either within or without the state of Utah, as the place of meeting for any annual or any special meeting of the shareholders, unless by written consents, which may be in the form of waivers of notice or otherwise, a majority of shareholders entitled to vote at the meeting may designate a different place, either within or without the state of Utah, as the place for the holding of such meeting.  If no designation is made by either the directors or majority action of the voting shareholders, the place of meeting shall be the principal office of the corporation.




1




Section 2.4

Notice of Shareholder Meetings .


(a)

Required Notice .  Written notice stating the place, day, and time of any annual or special shareholder meeting shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either in person, by any form of electronic communication, by mail, by private carrier, or by any other manner provided for in the Act, by or at the direction of the president, the board of directors, or other persons calling the meeting, to each shareholder of record, entitled to vote at such meeting and to any other shareholder entitled by the Act or the articles of incorporation to receive notice of the meeting.  Notice shall be deemed to be effective at the earlier of:  (1) when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid; (2) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (3) when received; or (4) five days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the corporation's current record of shareholders.


(b)

Adjourned Meeting .  If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place are announced at the meeting before adjournment.  If a new record date for the adjourned meeting is, or must be fixed (see section 2.5 of this Article II) or if the adjournment is for more than 30 days, then notice must be given pursuant to the requirements of paragraph (a) of this section 2.4, to those persons who are shareholders as of the new record date.


(c)

Waiver of Notice .  The shareholder may waive notice of the meeting (or any notice required by the Act, articles of incorporation, or bylaws), by a writing signed by the shareholder entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records.


(d)

Shareholder Attendance .  A shareholder's attendance at a meeting:


(1)

waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and


(2)

waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.


(e)

Contents of Notice .  The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called.  Except as provided in this section 2.4(e), the articles of incorporation, or otherwise in the Act, the notice of an annual shareholder meeting need not include a description of the purpose or purposes for which the meeting is called.


If a purpose of any shareholder meeting is to consider either:  (1) a proposed amendment to the articles of incorporation (including any restated articles requiring shareholder approval); (2) a plan of merger or share exchange; (3) the sale, lease, exchange, or other disposition of all, or substantially all of the corporation's property; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and, to the extent applicable, be accompanied by a copy or summary of the:  (1) articles of amendment; (2) plan of merger or share exchange; (3) agreement for the disposition of all or substantially all of the corporation's property; or (4) the terms of the dissolution.  If the proposed corporate action creates dissenters' rights, the notice must state that shareholders are, or may be entitled to



2



assert dissenters' rights, and must be accompanied by a copy of the provisions of the Act governing such rights.


Section 2.5

Meetings by Telecommunications .  Any or all of the shareholders may participate in an annual or special meeting of shareholders by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting can hear each other during the meeting.  A shareholder participating in a meeting by this means is considered to be present in person at the meeting.


Section 2.6

Fixing of Record Date .  For the purpose of determining shareholders of any voting group entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date.  Such record date shall not be more than 70 days prior to the meeting of shareholders or the payment of any distribution or dividend.  If no record date is so fixed by the board of directors for the determination of shareholders entitled to notice of, or to vote at a meeting of shareholders, or shareholders entitled to receive a share dividend or distribution, or in order to make a determination of shareholders for any other proper purpose, the record date for determination of such shareholders shall be at the close of business on:


(a)

With respect to an annual shareholder meeting or any special shareholder meeting called by the board of directors or any person specifically authorized by the board of directors or these bylaws to call a meeting, the day before the first notice is delivered to shareholders;


(b)

With respect to a special shareholders' meeting demanded by the shareholders, the date the first shareholder signs the demand;


(c)

With respect to the payment of a share dividend, the date the board of directors authorizes the share dividend;


(d)

With respect to actions taken in writing without a meeting (pursuant to Article II, section 2.12), the date the first shareholder signs a consent; and


(e)

With respect to a distribution to shareholders (other than one involving a repurchase or reacquisition of shares), the date the board authorizes the distribution.


When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section 2.6, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date.  A new record date must be fixed if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.


Section 2.7

Shareholder List .  The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders, arranged in alphabetical order with the address of and the number of shares held by each.  The list must be arranged by voting group (if such exists, see Article II, section 2.8) and within each voting group by class or series of shares.  The shareholder list must be available for inspection by any shareholder, beginning on the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting.  The list shall be available at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting is to be held.  A shareholder, or his agent or attorney, is entitled, on written demand, to inspect and, subject to the requirements of section 2.18 of this Article II and sections 16-10a-1602 and 16-10a-1603 of the Act, or any sections of like tenor as from time to time amended, to inspect and copy the list during regular business hours, at his expense, during the period it is available for inspection.  The corporation shall maintain the shareholder list in written form or in another form capable of conversion into written form within a reasonable time.



3




Section 2.8

Shareholder Quorum and Voting Requirements .  If the articles of incorporation or the Act provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group.


Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter.  Unless the articles of incorporation, a bylaw adopted pursuant to section 2.9 of this Article II, or the Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.


If the articles of incorporation or the Act provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately.  Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.


Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.


If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, a bylaw adopted pursuant to section 2.9 of this Article II, or the Act require a greater number of affirmative votes.


Section 2.9

Increasing Either Quorum or Voting Requirements .  For purposes of this section 2.9, a "supermajority" quorum is a requirement that more than a majority of the votes of the voting group be present to constitute a quorum; and a "supermajority" voting requirement is any requirement that requires the vote of more than a majority of the affirmative votes of a voting group at a meeting.


The shareholders, but only if specifically authorized to do so by the articles of incorporation, may adopt, amend, or delete a bylaw which fixes a "supermajority" quorum or "supermajority" voting requirement.


The adoption or amendment of a bylaw that adds, changes, or deletes a "supermajority" quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.


A bylaw that fixes a supermajority quorum or voting requirement for shareholders may not be adopted, amended, or repealed by the board of directors.


Section 2.10

Proxies .  At all meetings of shareholders, a shareholder may vote in person, or vote by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact.  Such proxy shall be filed with the secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting.  No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.


Section 2.11

Voting of Shares .  Unless otherwise provided in the articles of incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.


Except as provided by specific court order, no shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the



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corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting; provided, however, the prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.


Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.


Section 2.12

Corporation's Acceptance of Votes .


(a)

If the name signed on a vote, consent, waiver, or proxy appointment or revocation corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment or revocation and give it effect as the act of the shareholder.


(b)

If the name signed on a vote, consent, waiver, or proxy appointment or revocation does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment or revocation and give it effect as the act of the shareholder if:


(1)

the shareholder is an entity as defined in the Act and the name signed purports to be that of an officer or agent of the entity;


(2)

the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment or revocation;


(3)

the name signed purports to be that of  receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment or revocation;


(4)

the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment or revocation; and


(5)

two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.


(c)

The corporation is entitled to reject a vote, consent, waiver, or proxy appointment or revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature or about the signatory's authority to sign for the shareholder.


(d)

The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment or revocation in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.




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(e)

Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment or revocation under this section 2.12 is valid unless a court of competent jurisdiction determines otherwise.


Section 2.13

Inspectors of Election .  There shall be appointed at least one inspector of the vote.  Such inspector shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  Unless appointed in advance of any such meeting by the board of directors, such inspector shall be appointed for the meeting by the presiding officer.  In the absence of any such appointment, the secretary of the corporation shall act as the inspector.  No candidate for the office of director (whether or not then a director) shall be appointed as such inspector.  Such inspector shall be responsible for tallying and certifying each vote, whether made in person or by proxy.


Section 2.14

Shareholder Action Without Meeting .  Any action required or permitted to be taken at a meeting of the shareholders, except for the election of directors as set forth in section 2.15 of this Article II, may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, shall be signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote with respect to the subject matter thereof are present.  Directors may be elected without a meeting of shareholders by the written consent of the shareholders holding all of the shares entitled to vote for the election of directors.  Unless the written consents of all shareholders entitled to vote have been obtained, notice of any shareholder approval without a meeting shall be given at least ten days before the consummation of the action authorized by the approval to (i) those shareholders entitled to vote who have not consented in writing, and (ii) those shareholders not entitled to vote and to whom the Act requires that notice of the proposed action be given.  If the act to be taken requires that notice be given to nonvoting shareholders, the corporation shall give the nonvoting shareholders written notice of the proposed action at least ten days before the action is taken.  The notice shall contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action.  A consent signed under this section 2.14 has the effect of a meeting vote and may be described as such in any document.  The written consents are only effective if received by the corporation within a 60 day period and not revoked prior to the receipt of the written consent of that number of shareholders necessary to effectuate such action.  Action taken pursuant to a written consent is effective as of the date the last written consent necessary to effect the action is received by the corporation, unless all of the written consents necessary to effect the action specify a later date as the effective date of the action, in which case the later date shall be the effective date of the action.  If the corporation has received written consents signed by all shareholders entitled to vote with respect to the action, the effective date of the action may be any date that is specified in all the written consents as the effective date of the action.  Such consents may be executed in any number of counterparts or evidenced by any number of instruments of substantially similar tenor.


Section 2.15

Election of Directors .  At all meetings of the shareholders at which directors are to be elected, except as otherwise set forth in any stock designation with respect to the right of the holders of any class or series of stock to elect additional directors under specified circumstances, directors shall be elected by a plurality of the votes cast at the meeting.  The election need not be by ballot unless any shareholder so demands before the voting begins.  Except as otherwise provided by law, the articles of incorporation, any preferred stock designation, or these bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by a majority of the votes cast with respect thereto.


Section 2.16

Business at Annual Meeting .  At any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the board of directors or (b) by any shareholder of record of the corporation who is entitled to vote with respect thereto.  Notwithstanding anything in these bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this section.  The



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officer of the corporation or other person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions, and if such presiding officer should so determine  and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions and if such presiding officer should so determine, such presiding officer shall so declare to the meeting, and any such business so determined to be not properly brought before the meeting shall not be transacted.


Section 2.17

Conduct of Meeting .  The board of directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate, or convenient.  Subject to such rules and regulations of the board of directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations, and procedures and do all such acts as, in the judgment of such chairman, are necessary, appropriate, or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting, and the safety of those present, limitations on participation in such meeting to shareholders of record of the corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot, unless, and to the extent, determined by the board of directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.


Section 2.18

Shareholder's Rights to Inspect Corporate Records .


(a)

Minutes and Accounting Records .  The corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.  The corporation shall maintain appropriate accounting records.


(b)

Absolute Inspection Rights of Records Required at Principal Office .  If a shareholder gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy, such shareholder (or his agent or attorney) has the right to inspect and copy, during regular business hours, any of the following records, all of which the corporation is required to keep at its principal office:


(1)

its articles or restated articles of incorporation and all amendments to the articles of incorporation currently in effect;


(2)

its bylaws or restated bylaws and all amendments to the bylaws currently in effect;


(3)

the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;


(4)

all written communications to shareholders within the past three years;


(5)

a list of the names and business addresses of its current directors and officers;


(6)

the most recent annual report of the corporation delivered to the Utah Division of Corporations and Commercial Code; and




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(7)

all financial statements prepared for periods ending during the last three years that a shareholder could request under section 2.19.


(c)

Conditional Inspection Right .  In addition, if a shareholder gives the corporation a written demand made in good faith and for a proper purpose at least five business days before the date on which such shareholder wishes to inspect and copy, such shareholder describes with reasonable particularity his purpose and the records he desires to inspect, and the records are directly connected with his purpose, such shareholder of the corporation (or his agent or attorney) is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:


(1)

excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors acting on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under paragraph (b) of this section 2.18;


(2)

accounting records of the corporation; and


(3)

the record of shareholders (compiled no earlier than the date of the shareholder's demand).


(d)

Copy Costs .  The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.  The corporation may impose a reasonable charge, covering the costs of labor and material (including third-party costs) for copies of any documents provided to the shareholder.  The charge may not exceed the estimated cost of production or reproduction of the records.


(e)

Shareholder Includes Beneficial Owner .  For purposes of this section 2.18, the term "shareholder" shall include a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.


Section 2.19

Financial Statements Shall be Furnished to the Shareholders .  Upon written request of any shareholder, the corporation shall mail to such shareholder its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations.


Section 2.20

Dissenters' Rights .  Each shareholder shall have the right to dissent from and obtain payment for such shareholder's shares when so authorized by the Act, the articles of incorporation, these bylaws, or in a resolution of the board of directors.



ARTICLE III

BOARD OF DIRECTORS


Section 3.1

General Powers .  Unless the articles of incorporation have dispensed with or limited the authority of the board of directors, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.


Section 3.2

Number, Tenure, and Qualification of Directors .  Unless permitted by the Act, the authorized number of directors shall be not less than three.  The current number of directors shall be as determined (or as amended from time to time) by resolution adopted from time to time by either the shareholders or directors.  Each director shall hold office until the next annual meeting of shareholders or until removed.  However, if his term expires, he shall continue to serve until his successor shall have been



8



elected and qualified, or until there is a decrease in the number of directors.  A decrease in the number of directors does not shorten an incumbent director's term.  Unless required by the articles of incorporation, directors do not need to be residents of Utah or shareholders of the corporation.


Section 3.3

Regular Meetings of the Board of Directors .  A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders.  The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.


Section 3.4

Special Meetings of the Board of Directors .  Special meetings of the board of directors may be called by or at the request of the president or any one director.  The person authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors.


Section 3.5

Notice of, and Waiver of Notice for, Special Director Meetings .  Unless the articles of incorporation provide for a longer or shorter period, notice of any special director meeting shall be given at least two days prior thereto either orally, in person, by telephone, by any form of electronic communication, by mail, by private carrier, or by any other manner provided for in the Act.  Any director may waive notice of any meeting.  Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.  Unless required by the articles of incorporation or the Act, neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.


Section 3.6

Director Quorum .  A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors, unless the articles of incorporation require a greater number.


Any amendment to this quorum requirement is subject to the provisions of section 3.8 of this Article III.


Section 3.7

Directors, Manner of Acting .  The act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the board of directors unless the articles of incorporation require a greater percentage.  Any amendment which changes the number of directors needed to take action, is subject to the provisions of section 3.8 of this Article III.


Unless the articles of incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.  A director participating in a meeting by this means is deemed to be present in person at the meeting.


A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:  (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; or (2) his dissent or abstention from the action taken is requested by such director to be entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.  The right of dissent or abstention is not available to a director who votes in favor of the action taken.




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Section 3.8

Establishing a "Supermajority" Quorum or Voting Requirement for the Board of Directors .  For purposes of this section 3.8, a "supermajority" quorum is a requirement that requires more than a majority of the directors in office to constitute a quorum; and a "supermajority" voting requirement is any requirement that requires the vote of more than a majority of those directors present at a meeting at which a quorum is present to be the act of the directors.


A bylaw that fixes a supermajority quorum or supermajority voting requirement may be amended or repealed:


(1)

if originally adopted by the shareholders, only by the shareholders (unless otherwise provided by the shareholders); or


(2)

if originally adopted by the board of directors, either by the shareholders or by the board of directors.


A bylaw adopted or amended by the shareholders that fixes a supermajority quorum or supermajority voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.


Subject to the provisions of the preceding paragraph, action by the board of directors to adopt, amend, or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.


Section 3.9

Director Action Without a Meeting .  Unless the articles of incorporation provide otherwise, any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if all the directors sign a written consent describing the action taken, and such consent is filed with the records of the corporation.  Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.  A signed consent has the effect of a meeting vote and may be described as such in any document.  Such consent may be executed in any number of counterparts, or evidenced by any number of instruments of substantially similar tenor.


Section 3.10

Removal of Directors .  The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that the purpose of the meeting is such removal. The removal may be with or without cause unless the articles of incorporation provide that directors may only be removed with cause.  If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.  If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal.  If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against such removal.


Section 3.11

Board of Director Vacancies .  Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders may fill the vacancy.  During such time that the shareholders fail or are unable to fill such vacancies, then and until the shareholders act:


(1)

the board of directors may fill the vacancy; or


(2)

if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.


If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.  If two or more directors are elected by the same voting group, only remaining directors



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elected by such voting group are entitled to vote to fill the vacancy of a director elected by the voting group if it is filled by directors.


A vacancy that will occur at a specific later date (by reason of resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.


The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.  However, if his term expires, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.


Section 3.12

Director Compensation .  Unless otherwise provided in the articles of incorporation, by resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.


Section 3.13

Director Committees .


(a)

Creation of Committees .  Unless the articles of incorporation provide otherwise, the board of directors may create one or more committees and appoint members of the board of directors to serve on them.  Each committee must have two or more members, who serve at the pleasure of the board of directors.


(b)

Selection of Members .  The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation to take such action (or if not specified in the articles of incorporation, the number required by section 3.7 of this Article III to take action).


(c)

Required Procedures .  Sections 3.4, 3.5, 3.6, 3.7, 3.8, and 3.9 of this Article III, which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the board of directors, apply to committees and their members.


(d)

Authority .  Unless limited by the articles of incorporation, each committee may exercise those aspects of the authority of the board of directors which the board of directors confers upon such committee in the resolution creating the committee; provided, however, a committee may not:


(1)

authorize distributions to shareholders;


(2)

approve, or propose to shareholders, action that the Act requires be approved by shareholders;


(3)

fill vacancies on the board of directors or on any of its committees;


(4)

amend the articles of incorporation pursuant to the authority of directors to do so granted by section 16-10a-1002 of the Act or any section of like tenor as from time to time amended;


(5)

adopt, amend, or repeal bylaws;



(6)

approve a plan of merger not requiring shareholder approval;




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(7)

authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or


(8)

authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.



ARTICLE IV

OFFICERS


Section 4.1

Number of Officers .  The officers of the corporation shall be a president and a secretary, both of whom shall be appointed by the board of directors.  Such other officers and assistant officers as may be deemed necessary, including any vice-presidents, may be appointed by the board of directors.  If specifically authorized by the board of directors, an officer may appoint one or more officers or assistant officers.  The same individual may simultaneously hold more than one office in the corporation.


Section 4.2

Appointment and Term of Office .  The officers of the corporation shall be appointed by the board of directors for a term as determined by the board of directors.  If no term is specified, such term shall continue until the first meeting of the directors held after the next annual meeting of shareholders.  If the appointment of officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified, until his death, or until he shall resign or shall have been removed in the manner provided in section 4.3 of this Article IV.


Section 4.3

Removal of Officers .  Any officer or agent may be removed by the board of directors or an officer authorized to do so by the board of directors at any time either before or after the expiration of the designated term, with or without cause.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Neither the appointment of an officer nor the designation of a specified term shall create any contract rights.


Section 4.4

President .  The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation.  The president shall, when present, preside at all meetings of the shareholders and of the board of directors, if the chairman of the board is not present.  The president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments arising in the normal course of business of the corporation and such other instruments as may be authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.


Section 4.5

Vice-Presidents .  If appointed, in the event of the president's death or inability to act, the vice-president (or in the event there be more than one vice-president, the executive vice-president or, in the absence of any designation, the senior vice-president in the order of their appointment) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  A vice-president, if any, may sign, with the secretary or an assistant secretary, certificates for shares of the corporation the issuance of which has been authorized by



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resolution of the board of directors; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.


Section 4.6

Secretary .  The secretary shall:  (a) keep the minutes of the proceedings of the shareholders and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of any seal of the corporation and, if there is a seal of the corporation, see that it is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the corporation; (e) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholders; (f) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which has been authorized by resolution of the board of directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.


Section 4.7

Treasurer .  The treasurer, if any, and in the absence thereof of the secretary, shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.  If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.


Section 4.8

Assistant Secretaries and Assistant Treasurers .  Any assistant secretary, when authorized by the board of directors, may sign with the president or a vice-president certificates for shares of the corporation the issuance of which has been authorized by a resolution of the board of directors.  Any assistant treasurer shall, if required by the board of directors, give bonds for the faithful discharge of his duties in such sums and with such sureties as the board of directors shall determine.  Any assistant secretary or assistant treasurer, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors.


Section 4.9

Salaries .  The salaries of the officers shall be fixed from time to time by the board of directors or by a duly authorized officer.



ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES


Section 5.1

Indemnification of Directors .  The corporation shall indemnify any individual made a party to a proceeding because such individual was a director of the corporation to the extent permitted by and in accordance with section 16-10a-901, et seq. of the Act or any amendments of successor sections of like tenor.


Section 5.2

Advance Expenses for Directors .  To the extent permitted by section 16-10a-904 of the Act or any section of like tenor as amended from time to time, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if:


(a)

the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in the Act;




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(b)

the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay advances if it is ultimately determined that he did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment); and


(c)

a determination is made that the facts then known to those making the determination would not preclude indemnification under section 5.1 of this Article V or section 16-10a-901 through section 16-10a-909 of the Act or similar sections of like tenor as from time to time amended.


Section 5.3

Indemnification of Officers, Agents, and Employees Who are not Directors .  Unless otherwise provided in the articles of incorporation, the board of directors may authorize the corporation to indemnify and advance expenses to any officer, employee, or agent of the corporation who is not a director of the corporation, to the extent permitted by the Act.



ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER


Section 6.1

Certificates for Shares .


(a)

Content .  Certificates representing shares of the corporation shall at minimum, state on their face the name of the issuing corporation and that it is formed under the laws of the state of Utah; the name of the person to whom issued; and the number and class of shares and the designation of the series, if any, the certificate represents; and be in such form as determined by the board of directors.  Such certificates shall be signed (either manually or by facsimile) by the president or a vice-president and by the secretary or an assistant secretary and may be sealed with a corporate seal or a facsimile thereof.  Each certificate for shares shall be consecutively numbered or otherwise identified.


(b)

Legend as to Class or Series .  If the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate.  Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information without charge on request in writing.


(c)

Shareholder List .  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.


(d)

Transferring Shares .  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.


Section 6.2

Shares Without Certificates .


(a)

Issuing Shares Without Certificates .  Unless the articles of incorporation provide otherwise, the board of directors may authorize the issuance of some or all the shares of any or all of its classes or series without certificates.  The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.



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(b)

Written Statement Required .  Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement containing at minimum:


(1)

the name of the issuing corporation and that it is organized under the laws of the state of Utah;


(2)

the name of the person to whom issued; and


(3)

the number and class of shares and the designation of the series, if any, of the issued shares.


If the corporation is authorized to issue different classes of shares or different series within a class, the written statement shall describe the designations, relative rights, preferences, and limitations applicable to each class and the variation in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series).  Alternatively, each written statement may state conspicuously that the corporation will furnish the shareholder this information without charge on request in writing.


Section 6.3

Registration of the Transfer of Shares .  Registration of the transfer of shares of the corporation shall be made only on the stock transfer books of the corporation.  In order to register a transfer, the record owner shall surrender the shares to the corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective.  Unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the record owner of such shares on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.


Section 6.4

Restrictions on Transfer of Shares Permitted .  The board of directors (or shareholders) may impose restrictions on the transfer or registration of transfer of shares (including any security convertible into, or carrying a right to subscribe for or acquire, shares).  A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.


A restriction on the transfer or registration of transfer of shares is authorized:


(a)

to maintain the corporation's status when it is dependent on the number or identity of its shareholders;


(b)

to preserve entitlements, benefits, or exemptions under federal, state, or local law; and


(c)

for any other reasonable purpose.


A restriction on the transfer or registration of transfer of shares may:


(a)

obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;


(b)

obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;


(c)

require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; and



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(d)

prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.


A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section 6.4 and such person has knowledge of the restriction or its existence is noted conspicuously on the front or back of the certificate or is contained in the written statement required by section 6.2 of this Article VI with regard to shares issued without certificates.  Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.


Section 6.5

Acquisition of Shares .  The corporation may acquire its own shares and unless otherwise provided in the articles of incorporation, the shares so acquired constitute authorized but unissued shares.


If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, which amendment may be adopted by the shareholders or the board of directors without shareholder action.  The articles of amendment must be delivered to the Utah Division of Corporations and Commercial Code for filing and must set forth:


(a)

the name of the corporation;


(b)

the reduction in the number of authorized shares, itemized by class and series;


(c)

the total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and


(d)

if applicable, a statement that the amendment was adopted by the board of directors without shareholder action and that shareholder action was not required.



ARTICLE VII

DISTRIBUTIONS


The corporation may make distributions (including dividends on its outstanding shares) as authorized by the board of directors and in the manner and upon the terms and conditions provided by law and in the corporation's articles of incorporation.




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ARTICLE VIII

CORPORATE SEAL


The board of directors may provide for a corporate seal which may have inscribed thereon any designation including the name of the corporation, Utah as the state of incorporation, and the words "Corporate Seal."



ARTICLE IX

DIRECTORS CONFLICTING INTEREST TRANSACTIONS


A director's conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, solely because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:


(a)

directors' action respecting the transaction was at any time taken in compliance with section 16-10a-852 of the Act or any section of like tenor as amended from time to time;


(b)

shareholders' action respecting the transaction was at any time taken in compliance with section 16-10a-853 of the Act or any section of like tenor as amended from time to time; or


(c)

the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.



ARTICLE X

AMENDMENTS


The corporation's board of directors may amend or repeal the corporation's bylaws unless:


(a)

the Act or the articles of incorporation reserve this power exclusively to the shareholders in whole or part; or


(b)

the shareholders in adopting, amending, or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw; or


(c)

the bylaw either establishes, amends, or deletes, a supermajority shareholder quorum or voting requirement (as defined in Article II, section 2.9).


Any amendment which changes the voting or quorum requirement for the board must comply with Article III, section 3.8, and for the shareholders, must comply with Article II, section 2.9.


The corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.



ARTICLE XI

FISCAL YEAR


The fiscal year of the corporation shall be fixed by resolution of the board of directors in consultation with the financial and tax advisors of the corporation.




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CERTIFICATE OF OFFICER


The undersigned does hereby certify that such person is the President of NU-MED PLUS, INC., a corporation duly organized and existing under and by virtue of the laws of the state of Utah; that the above and foregoing bylaws of said corporation were duly and regularly adopted as such by the board of directors of said corporation by unanimous consent dated October 26, 2011, and that the above and foregoing bylaws are now in full force and effect and supersede and replace any prior bylaws of the corporation.


DATED this 26 th day of October 2011.




/s/Jeffrey L. Robbins, President

Jeffrey L. Robins , President



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