10-Q: Nu-Med Plus Shifts to Gold Exploration Amidst Financial Challenges

Sentiment:

Quarterly Report


Nu-Med Plus, Inc. reports a strategic pivot towards gold exploration through acquisitions, while continuing to face significant financial headwinds and an uncertain going concern status.

Capital raiseThe company acknowledges the need for additional financing to execute its business plan, estimating planned expenditures of approximately $1,200,000 for the next twelve months.The company is currently funded through August 31, 2026, and requires further financing through the sale of equity capital and short-term related party and other shareholder loans.The repayment of certain outstanding promissory notes totaling $122,500 is contingent on the company raising at least $1,000,000 following the closing of the Exchange Agreement.Consulting agreements with William Hayde and Keith Merrell provide for accrued monthly cash compensation that becomes payable only once the company has raised at least $1,000,000 in cash following the effective date.
Worse than expectedThe company reported no revenue for the three and six-month periods ended June 30, 2026, and 2025.Operating expenses increased in the current period compared to the prior year.The company has a significant accumulated deficit and a working capital deficiency.Management has stated there is substantial doubt about the company's ability to continue as a going concern.Disclosure controls and procedures were found to be not effective.

Summary

  • Nu-Med Plus, Inc. has filed its Form 10-Q for the quarterly period ended June 30, 2026.
  • The company has completed the acquisition of Avid Gold Ltd. and entered into an agreement to acquire six gold mineral properties in Canada.
  • This represents a strategic shift from its original focus on nitric oxide medical devices to gold exploration and development.
  • The company reported no revenue for the three and six-month periods ended June 30, 2026, and 2025.
  • Operating expenses increased in the current period compared to the prior year.
  • The company has a significant accumulated deficit of approximately $9.95 million and a working capital deficiency of $267,486 as of June 30, 2026.
  • Management acknowledges substantial doubt about the company's ability to continue as a going concern, citing insufficient funds to execute its business plan over the next 12 months.
  • The company is seeking approximately $1.2 million in funding for development, operations, and administrative costs over the next year.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the company's ongoing financial struggles, significant accumulated deficit, and reliance on external financing, despite recent strategic acquisitions.

Positives

  • Completion of the acquisition of Avid Gold Ltd., diversifying the company's business into gold exploration and development.
  • Agreement to acquire six gold mineral properties in Canada, expanding the company's asset base.
  • Received approval from the Vendor's shareholders for the Mineral Property Purchase Agreement on August 10, 2026, paving the way for closing.
  • Recorded other income of $45,000 in the three and six-month periods ended June 30, 2026, related to a no-shop fee from a non-binding letter of intent with Avid Gold.
  • Net income of $19,670 for the three months ended June 30, 2026, compared to a net loss of $11,665 in the prior year period.
  • Net income of $3,792 for the six months ended June 30, 2026, compared to a net loss of $31,598 in the prior year period.

Negatives

  • The company has no revenue and has incurred recurring losses from operations, resulting in an accumulated deficit of approximately $9,945,722 as of June 30, 2026.
  • A working capital deficiency of $267,486 exists as of June 30, 2026.
  • The company's ability to continue as a going concern is subject to substantial doubt, as current funds are insufficient to meet planned expenditures for the next 12 months.
  • The company is obligated to repay a $100,000 convertible note by October 8, 2026, and has not yet secured sufficient financing.
  • Future conversion of Series A Preferred Stock may result in substantial dilution to common stock holders.
  • The company's common stock is considered a penny stock, potentially limiting trading activity and investor interest.
  • Disclosure controls and procedures were not effective as of June 30, 2026.

Risks

  • Substantial doubt exists about the company's ability to continue as a going concern due to recurring losses, negative cash flows, and capital needs.
  • The company may not successfully execute its new gold exploration and development business plan due to lack of operating history and potential management inexperience in this sector.
  • The Mineral Property Purchase Agreement may not close due to conditions outside of the company's control.
  • Mineral resource estimates and preliminary economic assessments may not accurately predict the existence or commercial viability of mineral deposits.
  • The issuance of Series A Preferred Stock and Series X Super Voting Preferred Stock, and future conversions, may result in substantial dilution to common stock holders.
  • A small number of holders, including a newly appointed director, hold a concentrated block of voting power, potentially limiting other stockholders' influence.
  • Significant related-party arrangements may create actual or perceived conflicts of interest.
  • The company has not yet filed audited financial statements of Avid Gold and related pro forma financial information, leaving investors without complete historical financial data for the acquired business.

Future Outlook

The company intends to raise new capital and, through Avid Gold's subsidiary, Maritimes Gold Corp., aims to increase the mineral resource estimate of in-ground gold at the acquired properties. However, the company acknowledges substantial doubt about its ability to continue as a going concern and requires significant additional financing to execute its business plan.

Management Comments

  • Management's intent in entering into the Exchange Agreement was to develop new business opportunities in connection with gold exploration and development while maintaining the Company's existing operations.
  • Management believes that by bringing Avid Gold under the Company's umbrella, the Company will be able to diversify its operations and build a portfolio of core assets that can be strategically leveraged in various ways to accelerate the Company's overall growth.
  • Management acknowledges that the funds on hand as of June 30, 2026, will not be sufficient to enable it to execute its business plan and funding through the sale of equity capital and short-term related party and other shareholder loans will be required over the next 12 months.
  • Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Industry Context

StockSavvy.ai notes that Nu-Med Plus's pivot to gold exploration aligns with a broader trend of companies seeking diversification or new revenue streams, particularly in the mining sector, which can be volatile but offers potential for significant returns. However, the company's lack of operating history in this sector and its precarious financial position present significant hurdles compared to established mining firms.

Comparison to Industry Standards

  • The company's financial statements are prepared assuming it will continue as a going concern, but recurring losses and an accumulated deficit of approximately $9.95 million raise substantial doubt, a situation not uncommon for early-stage exploration companies but concerning when compared to established, profitable mining operations.
  • The company's reliance on related-party loans and potential future equity raises for funding is a common characteristic of junior exploration companies, contrasting with larger, more established mining companies that may access debt markets or generate significant operating cash flow.
  • The company's lack of revenue and operating history in gold exploration contrasts sharply with industry leaders who have established production, reserves, and proven exploration track records.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorJeffrey RobinsFred Tejada2026-07-07Resignation of Mr. Robins.
Sr. Vice President and Chief GeologistN/AFred Tejada2026-07-08Appointment related to Share Exchange Agreement.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Voting AgreementCertain affiliated stockholders entered into a Voting Agreement with a former Avid Gold shareholder (Fred Tejada), agreeing to vote their shares in favor of specified matters related to the Exchange Agreement transactions and granting an irrevocable proxy to Mr. Tejada.2026-07-08Concentrates voting power, potentially allowing Mr. Tejada to significantly influence or control outcomes of stockholder votes, and may discourage transactions beneficial to other stockholders.
Preferred Stock DesignationAmended and Restated Certificate of Designation for Series A Preferred Stock filed, with material terms including 9,000,000 designated shares, 20 votes per share (limited by Maximum Percentage), and convertibility into 20 shares of common stock per Series A share, subject to a 4.999% beneficial ownership limitation.2026-06-29Establishes significant voting rights and potential for future dilution upon conversion of Series A Preferred Stock.

Legal Proceedings

  • The company is not currently a party to any material legal proceedings and is not aware of any material legal or governmental proceedings against it or contemplated to be brought against it.

Related Party Transactions

  • Notes payable to officers at June 30, 2026, totaled $122,500, including $22,500 owed to the Chief Executive Officer and $100,000 owed to the Chief Financial Officer.
  • During the six months ended June 30, 2026, the Chief Executive Officer provided $10,000 for operating expenses.
  • During the year ended December 31, 2025, the Chief Financial Officer provided $33,769 and the Chief Executive Officer provided $12,500 for operating expenses.
  • Series A Compensation Shares: 225,000 shares of Series A Preferred Stock issued to an entity affiliated with William Hayde (CEO) and 225,000 shares to Keith Merrell (CFO) on July 7, 2026.
  • Consulting Agreements entered into on July 7, 2026, with an entity affiliated with William Hayde and Keith Merrell, providing for accrued monthly cash compensation payable upon raising $1,000,000.
  • Series X Preferred Stock: 1,000,000 shares issued to Fred Tejada (new director) on July 8, 2026.

Stakeholder Impact

  • Shareholders face potential significant dilution from the conversion of preferred stock and future capital raises.
  • Shareholders may have limited influence on corporate decisions due to concentrated voting power.
  • The company's going concern status and penny stock classification may deter investment and limit liquidity for shareholders.
  • Creditors and suppliers may face uncertainty regarding timely repayment of obligations, given the company's financial condition.
  • Employees may face uncertainty regarding job security and company stability due to the going concern issues.

Next Steps

  • The company expects to close the transactions contemplated by the Mineral Property Purchase Agreement shortly after the filing of this Report.
  • The company is required to file a proxy statement seeking stockholder approval for a reverse stock split, an increase in authorized shares, and a redomicile from Utah to Nevada.
  • The company must call and hold a stockholders meeting promptly following SEC clearance of the proxy statement.
  • The company intends to raise new capital to support gold exploration and development activities.

Key Dates

DateDescription
2024-04-15Filing of Annual Report on Form 10-K for the year ended December 31, 2025.
2026-06-26Entry into Mineral Property Purchase Agreement.
2026-06-29Entry into Share Exchange Agreement.
2026-06-30Quarterly period end date for the Form 10-Q.
2026-07-07Issuance of Series A Preferred Stock for compensation and entry into Consulting Agreements.
2026-07-08Closing of the Share Exchange Agreement and entry into Registration Rights Agreement and Voting Agreement.
2026-08-10Approval by Vendor's shareholders for the Mineral Property Purchase Agreement.
2026-08-14Date of the Form 10-Q filing and certifications.

Recommendation

hold

The company is undergoing a significant strategic shift into gold exploration, which presents potential upside but is accompanied by substantial financial risks, including a going concern qualification and significant dilution potential. The lack of operating history in the new sector and the ongoing need for capital necessitate a cautious approach. A 'hold' recommendation reflects the speculative nature of the turnaround strategy balanced against the severe financial challenges.

Keywords

gold exploration, mineral properties, Avid Gold, Share Exchange Agreement, Mineral Property Purchase Agreement, Series A Preferred Stock, Series X Super Voting Preferred Stock, going concern

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.