UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 7, 2014
(Date of Report: Date of earliest event reported)
NU-MED PLUS, INC.
(Exact name of registrant as specified in its charter)
Utah
000-54808
45-3672530
(State or other jurisdiction
(Commission File Number)
(IRS Employer ID No.)
of incorporation)
455 East 500 South, Suite 205, Salt Lake City, Utah 84111
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (801) 746-3570
__________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.
Item 1.01 Entry into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
On January 7, NUMED PLUS, INC., a Utah corporation (the “Company”) issued one million eight hundred thousand (1,800,000) shares of its common stock to Smith Consulting Services, Inc. (“SCS”) for its past and ongoing consulting work to the Company. SCS previously entered into a consulting agreement with the Company in November 2012 which ran for a period of one year. The Company and SCS have been negotiating a new contract to compensate SCS for its ongoing consulting services to the Company. During these negotiations, SCS has continued to provide consulting services with the understanding that a new contract would be entered into for another one year period. Since the Company has limited funds, the Company and SCS agreed the new contract would be for only shares of the Company’s common stock and not contain any cash consideration. Based on the current lack of a market for the Company’s common stock and long term illiquid nature of the shares, the Company and SCS determined a fair amount of the shares and placed a value on the shares of $0.01 per share in determining the value of the shares to SCS. The shares issued will be restricted and were issued under an exemption from registration under Section 4(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Table #
Title of Document
Location
10.1
Amended Consulting Contract - SCS
This Filing
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
NU-MED PLUS, INC.
By: /s/ Jeffrey L. Robins
Date: January 7, 2014
Jeffrey L. Robins, CEO
AMENDMENT
TO
CONSULTING AGREEMENT
This Amendment to the Consulting Agreement (“Amendment”), by and between NU-MED PLUS, INC., a Utah corporation (the “Company”) and Smith Corporate Services, Inc. (“SCS”) and is entered into on this 7 th day of January 2014, on the following terms and conditions:
PREMISES:
A.
On November 19, 2012, the Company entered in a Consulting Agreement with SCS (the “Consulting Agreement”), which was to last for a period of one year.
B.
The Company and SCS have been negotiating extending the Consulting Agreement and SCS has continued to provide consulting services to the Company during these negotiations. The parties have now reached an agreement on the extension of the Consulting Agreement and want to enter into this Amendment to set forth the terms of such extension.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants of the parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1) Extension of Consulting Agreement . The terms of the Consulting Agreement shall continue for a one year period from the date of this Amendment and except as set forth herein, the original terms of the Consulting Agreement shall continue to apply to this Amendment.
2) Compensation . For services rendered under this Agreement, Consultant shall receive one million eight hundred thousand (1,800,000) shares of the Company's common stock, valued, solely for the purpose of this Agreement at $0.01. All shares shall be deemed earned on the date of this Agreement.
3) Other Inconsistent Provisions Hereby Amended . Any other provisions of the Agreement which are inconsistent with the terms of this Amendment described above, shall be deemed to be amended consistent therewith. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.
4)
Ratification .
Except as expressly amended hereby, the terms of the Consulting Agreement are hereby ratified and approved as originally written.
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5) Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.
Capitalized terms not otherwise defined herein have the meanings given to such terms in the above referenced Consulting Agreement.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above written.
NU-MED PLUS, INC.
By: /s/ Jeffrey L. Robins
Name: Jeffrey L. Robins
Title: President
Smith Corporate Services, Inc.
By: /s/Karl Smith
A Duly Authorized Officer
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