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Item 2. Management’s Discussion and Analysis

2015-05-19 compared with 2014-10-22 · 131 added, 151 removed, 85 unchanged (77% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operation

This following information specifies certain forward-looking statements of management of the company.

Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact.

Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms.

The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable.

Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances.

As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment.

To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements.

We cannot guarantee that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Some of the statements in this report are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.

We caution you not to place undue reliance on these forward-looking statements.

We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this report to reflect any future or developments.

However, the Private Securities Litigation Reform Act of 1995 is not available to us as a penny stock issuer and thus we may not rely on the statutory safe harbor from liability for forward-looking statements.

Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with any offering.

Critical Accounting Policies and Estimates .

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The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2013 together with notes thereto as previously filed with our Annual Report on Form 10-K on June 25, 2013.

In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2014.

Prior period correction in the three months ended December 31, 2013

Beginning in the three months ended June 30, 2012 and through the three months ended September 30, 2013, the Company improperly valued the potential beneficial conversion option of the Company’s convertible notes payable.

Based on ASC 470-20-30-16 through 30-18, the beneficial conversion option should have been valued based on the fair market value on the date of issuance and recorded as a debt discount.

The debt discount should have been amortized over the term of the convertible note (longest term was 6 months).

The accumulated impact of the correction was a charge to interest expense of $141,267 and a charge to debt discount on notes payable of $18,508 offset by a credit to additional paid in capital of $159,775.

In-addition, during the quarter ended June 30, 2013, the Company improperly recorded stock-based compensation issued to the Company’s former chief executive officer upon achievement of operational milestones for the Type2Defense product (see Note 6) as intellectual property.

Based on ASC 718-10 and ASC 505-50 this amount should have been classified as stock based compensation on the date earned.

The accumulated impact of the correction on the financial statements was a charge to stock based compensation of $231,600 and a credit to intellectual property of $231,600.

In accordance with the Securities and Exchange Commission's Staff Accounting Bulletin, or SAB, No.

99, Materiality, and SAB No.

108, the Company assessed the materiality of these charges to its financial statements for the quarters ended June 30, 2012 through September 30, 2013 and the year ended December 31, 2013, using both the roll-over method and iron-curtain method as defined in SAB No.

The Company concluded the effect of understating interest expense and share-based compensation was not material to its financial statements for the quarters ended June 30, 2012 through September 30, 2013 and the year ended December 31, 2013 and, as such, those financial statements are not materially misstated.

The Company also concluded that providing for the correction of the understatement in 2013 would not have a material effect on its financial statements for the year ending December 31, 2013.

The out-of-period adjustment at December 31, 2013 for the improperly valued beneficial conversion option of the Company’s convertible notes payable was a charge to interest expense of $141,267 and charge to debt discount on notes payable of $18,508 offset by a credit to additional paid in capital of $159,775 in the accompanying balance sheet and statement of operations.

The out-of-period adjustment at December 31, 2013 for improperly recording stock-based compensation issued to the Company’s former Chief executive officer upon achievement of operational milestones as intellectual property was a charge to stock based compensation of $231,600 and a credit to intellectual property of $231,600 in the accompanying balance sheet and statement of operations.

The impact of the misstatements on the previously issued financial statements and the effect of correcting the misstatements during the three months ended December 31, 2013 are summarized in Note 2 of the accompanying financial statements and notes.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2014 together with notes thereto as previously filed with our Annual Report on Form 10-K on March 30, 2015.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

There were no cash equivalents as of September 30, 2014 and December 31, 2013.

There were no cash equivalents as of March 31, 2015 and December 31, 2014.

The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.

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Our cash flow projections look several years into the future and include assumptions on variables such as future sales and operating margin growth rates, economic conditions, market competition, inflation and discount rates.

A 10% decrease in the estimated discounted cash flows for the reporting units tested would result in an impairment that is not material to our results of operations.

A 1.0 percentage point increase in the discount rate used would also result in an impairment that is not material to our results of operations.

A 10% decrease in the estimated discounted cash flows for the reporting units tested would result in impairment that is not material to our results of operations.

A 1.0 percentage point increase in the discount rate used would also result in impairment that is not material to our results of operations.

We amortize the cost of other intangible assets over their estimated useful lives, which range up to ten years, unless such lives are deemed indefinite.

Intangible assets with indefinite lives are tested in the third quarter of each fiscal year for impairment, or more often if indicators warrant.

During the fiscal year ended December 31, 2013, the Company recorded an impairment charge related to other intangible assets in the amount of $200,000.

Fair Value of Financial Instruments

7 unchanged sentences

Revenue Recognition

The Company currently has nominal revenue from operations.

The Company uses the following criteria for revenue recognition:

The Company currently has nominal revenues.

Once the Company emerges from the development stage and generates revenue from the sales of our products, the following criteria for recognition will be utilized:

Persuasive evidence of an arrangement exists;

1 unchanged sentence

the seller’s price to the buyer is fixed or determinable, and

collectable is reasonably assured.

collectability is reasonably assured.

Share Based Compensation

5 unchanged sentences

The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs.

As of September 30, 2014, the Company had inventory of $12,857 comprise solely of the Type2Defense product.

On April 1, 2014, the Company wrote down the inventory value to $15 per box.

A charge of $7,972 was recorded in the accompanying condensed statement of operations.

With the acquisition of the "Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC, the Company will discontinue manufacturing the Type2Defense product.

On March 27, 2007, Bio-Solutions Corp.

(the “Company”) was incorporated in the State of Nevada.

The Company was a manufacturer of a pre-mix for chicken integrators called Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, silicone dioxide, shrimp flour, sodium selenite and fish oil.

The Company is also the distributor of GreenEx ™ in Africa.

GreenEx ™ is a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of Malaria.

GreenEx ™ formulations are produced in the United States to strict manufacturing specifications, ensuring that the products are of high quality and without any harmful contaminants.

On June 30, 2010, the board of directors approved the increase of the authorized shares of common stock from 75,000,000 to 90,000,000.

In addition the board approved a 1.20 to 1 stock split.

All shares have been reflected retroactively in accordance with SAB Topic 14C.

On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2Defense, a natural dietary supplement formulated to support healthy glucose levels for type 2 diabetics and pre-diabetics.

During October 2011, the Company decided to abandon the former operations to focus solely on the Type2Defense product.

All inventories from the former products were written off as of October 1, 2011.

During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares.

The first production run of the Company’s Type2Defense product was completed during June 2013.

On July 8, 2013 the Company announced our product was available for on-line sales on Amazon.com.

On July 9, 2013, the Company announced our product was available for on-line sales from our www.Type2Defense.com website.

The first sale was completed in July 2013.

Since the Company generated nominal revenues from our Type2Defense product in the fiscal year ended December 31, 2013, the Company elected to declare the $200,000 intellectual property for Type2Defense, recorded as other intangible assets, as impaired at December 31, 2013.

As of March 31, 2015, the Company had inventory of $12,500 comprised solely of the Glucose Health™ Natural Blood Sugar Maintenance product.

Overview of the Company

Glucose Health, Inc.

Bio-Solutions Corp.) was incorporated under the laws of the State of Nevada on March 27, 2007.

Our principal executive office is located at 609 SW 8th Street, 6th Floor, Bentonville, AR 72712 and our telephone number is 479-802-3827.

Our corporate website is www.glucosehealthinc.com and our product website is www.glucosehealth.com.

Our CUSIP number is 379894108 and trading symbol is GLUC.

We are a manufacturer of dietary supplements and our business focus is serving consumers with Type 2 diabetes and those persons concerned about Type 2 diabetes.

As discussed in greater detail below, our principal product is Glucose Health™ Natural Blood Sugar Maintenance (“product”).

We acquired this product on October 14, 2014 and we are in the early stages of manufacturing, marketing and distributing this product.

We have a history of losses and have generated only nominal revenues since our inception.

On October 17, 2012, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock, pursuant to written consents in lieu of a meeting, approved an amendment to our Articles of Incorporation to increase our authorized capital (the “amendment”).

The amendment was filed with the Nevada Secretary of State on October 17, 2012, increasing our authorized capital from 90,000,000 shares of common stock, to 200,000,000 shares of common stock, with a par value of $0.001.

On January 10, 2014, the Company’s Board of Directors unanimously voted to reverse split the Company’s common stock on the basis of one share of the Company’s common stock for each 10 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares.

The Board resolution set the date of record for shareholder approval on January 14, 2014.

As of January 29, 2014, the Company obtained the written consent in lieu of a meeting of the shareholders to authorize a reverse split of the Company’s common stock.

The Board resolution set the date of record for shareholder approval for January 14, 2014.

As of January 29, 2014, the Company obtained written consent in lieu of a meeting of the shareholders to authorize a reverse split of the Company’s common stock.

Shareholders owning a total of 100,992,469 shares of the Company’s common stock voted in favor of the reverse split.

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On February 4, 2014, the Company filed a Certificate of Change with the State of Nevada effecting a 1-for-10 reverse split pursuant to which every ten shares of the Company’s common stock were combined and converted into one share of the Company’s common stock (with all fractional shares resulting there from being rounded up to the next whole share) with the total number of shares of the Company’s authorized common stock remaining at 200,000,000 shares.

The effective date of the above corporate action was February 26, 2014, as approved by the Financial Industry Regulatory Authority.

On April 8, 2014, the Company appointed James Hodge as Chairman of the Company’s board of directors.

On April 8, 2014, in a special meeting of the board of directors, the board voted in favor of amending the Company’s Bylaws to decrease the number of members of the board of directors from three to one.

Gallagher and Metzger agreed to resign from the board and accept other duties for the Company.

On April 21, 2014, the Company promoted Thomas Metzger PhD, President to Chief Executive Officer and Chief Financial Officer.

In addition, Peggy Knight, Executive Vice-President of Marketing was promoted to Chief Marketing Officer.

On July 22, 2014, Thomas Metzger PhD, Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer resigned from the Company to pursue other interests.

In addition, James Hodge, Chairman of the Board of Directors was appointed interim Chief Executive Officer and Chief Financial Officer.

On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC.

BTB Management LLC was compensated with 15,000,000 unregistered shares of the Company’s common stock.

BTB is a Company owned by Murray Fleming, the Company’s CEO.

Although we intend to market our new Glucose Health product on Amazon.com, our principal marketing focus will be channel sales through national and regional pharmacy retailers.

In this regard, we retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations necessary, in part, to achieve such channel sales, to assist us.

In June of 2013, we manufactured 1,764 cases of our first product Type2Defense.

As of the current period, our remaining inventory of Type2 Defense product on-hand is -0- and remaining inventory placed with our channel sales partner is 858 cases.

The effective date of the above corporate action was February 26, 2014.

On October 30, 2014, the board of directors of the Company voted to reverse split the Company’s common stock on the basis of one share of the Company’s common stock for each 50 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares;

to authorize 1,000 shares of preferred stock with “blank check” rights;

and to change the Company’s name from Bio-Solutions Corp.

to Glucose Health, Inc.

(the “corporate action”).

The board resolution set the date of record for shareholder approval of the corporate action for October 31, 2014 and the effective date of the corporate action for November 19, 2014.

As of October 31, 2014, the Company obtained written consent in lieu of a meeting of shareholders to authorize the corporate action.

Shareholders owning a total of 30,596,154 shares of the Company’s common stock voted in favor of the corporate action.

There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record).

The number of shares of common stock voting in favor of the corporate action was sufficient for approval.

On November 5, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, with the Nevada Secretary of State effecting, as of November 19, 2014, the 1-for-50 reverse split pursuant to which every fifty shares of the Company’s common stock were combined and converted into one share of the Company’s common stock (with all fractional shares being rounded up to the next whole share) with the total number of shares of the Company’s authorized common stock remaining at 200,000,000 shares;

effecting the authorization of 1,000 shares of preferred stock with “blank check” rights;

and effecting the change of the Company’s name from Bio-Solutions Corp.

to Glucose Health, Inc.

On November 20, 2015, the board of directors voted to designate Series A Special Preferred Shares consisting of 1000 shares of preferred stock with special voting rights whereby the holder(s) may exercise their right to vote on all shareholder matters representing the number of votes equal to all shares of common stock then issued and outstanding, plus an additional ten thousand (10,000) shares.

Additionally, the board of directors voted to extend the existing consulting contract with the Company’s CEO, Murray Fleming, for an additional 12 months, without further compensation, in exchange for the issuance to Mr.

Fleming, of the 1000 Series A Special Preferred Shares.

A Certificate of Designation for the Series A Special Preferred Shares was filed with the Nevada Secretary of State and effective on December 1, 2014.

From inception through September 25, 2011, we were a manufacturer of Nutra-Animal, a pre-mix anti-oxidant for chicken integrators containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil.

We were also a distributor of GreenEx TM , a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of malaria.

We were not successful in these business endeavors.

On September 26, 2011, we acquired the “Type2 Defense” product together with all intellectual property associated therewith.

Upon the acquisition of Type2 Defense we abandoned our former operations as a manufacturer of Nutri-Animal and distributor of GreenEx TM .

Since we abandoned our former operations, we wrote off any inventories attributable to our former operations.

Type2 Defense is a dietary supplement made from natural ingredients and formulated to support healthy glucose levels and targeted to consumers concerned about Type 2 diabetes.

The first production run of the Company’s Type2 Defense product was completed in June 2013 with the manufacture of 1764 cases.

On July 8, 2013, the Company announced the product was available for on-line sales on Amazon.com.

On July 9, 2013, the Company announced the product was available for on-line sales via our www.Type2Defense.com website.

Our first product sale was completed in July 2013.

Following the period from June 2013, the Company encountered significant management, operational and financial challenges resulting in poor product sales and inadequate inventory control.

As a consequence the Company generated only nominal revenues in the fiscal year ended December 31, 2013 and the Company elected to declare the $200,000 intellectual property for Type2 Defense, recorded as other intangible assets, as impaired at December 31, 2013.

As of the current period ending December 31, 2014, our remaining inventory of Type2 Defense product on-hand is -0- and remaining inventory placed with our online sales fulfillment partner is 858 cases.

We do not intend to manufacture additional Type2 Defense product.

On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12 month period ending October 1, 2015.

Fleming was compensated with 15,000,000 unregistered shares of the Company’s common stock.

On October 1, 2014, Mr.

Fleming beneficially owned 30,000,000 shares or 50.1% of the outstanding shares of the Company’s common stock which resulted in a change in control of the Company.

On April 8, 2014, the Company appointed James Hodge Chairman of the Company’s board of directors.

On April 8, 2014, in a special meeting of the board of directors, the board voted in favor of amending the Company’s bylaws to decrease the number of members of the board of directors from three to one.

The previous board members agreed to resign from the board and accept other duties for the Company.

On April 21, 2014, the Company appointed Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer.

In addition, Peggy Knight was appointed Chief Marketing Officer.

On July 22, 2014, Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer, resigned from the Company.

James Hodge, Chairman of the board of directors was appointed interim Chief Executive Officer and Chief Financial Officer.

On October 1, 2014, Murray Fleming was appointed the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015.

Additionally, on October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from a company of which Mr.

Fleming is the beneficial owner.

Our principal marketing focus for the product will be channel sales through national and regional pharmacy retailers.

In this regard, we retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations, necessary, in part, to achieve such channel sales.

In addition, we intend to also market the product to retail customers via our dedicated product website and through other online marketplaces such as Amazon.com.

Glucose Health™ Natural Blood Sugar Maintenance is a dietary supplement formulated from natural ingredients, including soluble corn fiber, extracts of water soluble cinnamon tree bark, chromium picolinate, extracts of green and white teas, vitamin C from sodium ascorbate and stevia leaf;

ingredients shown in certain clinical research published by the National Institutes of Health (www.glucosehealth.com/clinical-trials) to have a beneficial impact upon healthy glucose, triglyceride and cholesterol levels.

The Centers for Disease Control and Prevention (CDC) publishes the National Diabetes Statistics Report annually.

The 2014 Report estimates 2 of 5 Americans will develop Type 2 diabetes in their lifetime.

The Company believes the CDC Report and other similar research indicates the existence of a large and growing market of consumers aware of the dangers of Type 2 diabetes and seeking natural products like Glucose Health™ Natural Blood Sugar Maintenance to proactively maintain healthy blood glucose levels.

On January 5, 2015, the Company signed a contract manufacturing agreement with Natural Solution Labs, Inc.

for the testing, compounding, supply and order fulfillment for the Glucose Health™ Natural Blood Sugar Maintenance product.

The product is to be packaged in a “Value-Size” container format consisting of 310 grams of formula with 45 servings.

In addition, the Company plans to introduce an “On-the-Go” packaging format of 30 stick packs to a box lasting approximately 30 days in fiscal 2015.

On January 7, 2015, the Company completed its implementation of Current Good Manufacturing Practices (CGMP).

The Dietary Supplement (DS) CGMP rule in 21 CFR part 111 of the FDA's regulations requires companies which manufacture, package, label, or hold a dietary supplement to establish and follow current good manufacturing practice to ensure the quality of the dietary supplement and to ensure that the dietary supplement is packaged and labeled as specified in the master manufacturing record.

On January 26, 2015, the Company filed an initial application for trademark protection related to its line of dietary products, with the United States Trademark and Patent Office (USPTO).

On January 29, 2015, the Company appointed of Chandrasekhar Mallangi, Ph.D., as an advisor.

Mallangi earned a Ph.D.

in Food Science from Oregon State University and is an advisor to multinational companies in the development of nutritional products.

Mallangi is the credited inventor and co-inventor for patents in the area of food nutrition, awarded by the USPTO to subsidiaries of Nestle, SA of Vevey, Switzerland.

On February 10, 2015, Murray Fleming, the Company’s Chief Executive Officer was appointed the Company’s Chief Financial Officer.

Fleming replaces James Hodge the Company’s interim Chief Financial Officer.

Hodge will remain the Company’s Chairman of the board of directors.

On February 24, 2015, the Company completed FDA facility registration, a compliance procedure for manufacturers of dietary and nutritional supplements.

Results of Operations

For the three months ended September 30, 2014 as compared to the three months ended September 30, 2013

We generated nominal revenues of $2,250 and $224 for the three months ended September 30, 2014 and 2013, respectively.

We hope to generate substantial revenues, continue operations and implement our business plan by February 29, 2015.

The Company’s focus for remainder of 2014 and 2015 will be the Glucose Health Natural Blood Sugar Maintenance dietary supplement.

Gross Profit (Loss)

We reported a gross profit of $133 for the three months ended September 30, 2014 compare to a gross loss of $12,851 for the three months ended September 30, 2013.

Until the Company generates significant revenues, we will not have substantial profits.

Operating Expenses

For the three months ended September 30, 2014, we had total operating expenses of $64,203, as compared to total operating expenses of $220,208 for the three months ended September 30, 2013.

The decrease of $156,005 or 71%, in operating expenses between the two periods is primarily due to an approximate $160,000 decrease in professional fees paid for by the issuance of common stock and an approximate $3,000 decrease in other general and administrative expenses offset by an approximate $7,000 increase for other professional fees.

We expect we will continue to incur significant legal and accounting expenses related to being a public company.

For the three months ended September 30, 2014, after interest expense of $40,307, we had a net loss of $104,377 or $0.00 per share.

In comparison, for the three months ended September 30, 2013, after interest income of $107,492 and a $21,000 loss on conversion of debt, we had a net loss of $146,567 or $0.01 per share.

We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

For the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013

We generated nominal revenues of $2,739 and $224 for the nine months ended September 30, 2014 and 2013, respectively.

We hope to generate substantial revenues, continue operations and implement our business plan by February 29, 2015.

The Company’s focus for remainder of 2014 and 2015 will be the Glucose Health Natural Blood Sugar Maintenance dietary supplement.

We reported a gross loss of $9,662 and $12,851 for the nine months ended September 30, 2014 and 2013, respectively.

The 2014 gross loss includes a $7,972 inventory write down to $15 per box.

Until the Company generates significant revenues, our revenue will not exceed the product and warehousing costs.

For the three months ended March 31, 2015 as compared to the three months ended March 31, 2014

We generated nominal revenues for the three months ended March 31, 2015 compared to nominal revenues for the three months ended March 31, 2014.

We hope to generate substantial revenues, continue operations and implement our business plan by September 30, 2015.

The Company’s focus for 2015 will be the launch of Glucose Health™ Natural Blood Sugar Maintenance dietary supplement products.

Operating Expenses

For the nine months ended September 30, 2014, we had total operating expenses of $174,529, as compared to total operating expenses of $698,281 for the nine months ended September 30, 2013.

The decrease of $523,752 or 75%, in operating expenses between the two periods is primarily due to an approximate $547,000 decrease in professional fees paid for by the issuance of common stock and an approximate $8,000 decrease in other general and administrative expenses offset by an $27,000 increase for other professional fees and $4,000 related to the Type2Defense product.

For the three months ended March 31, 2015, we had total operating expenses of $64,743, as compared to total operating expenses of $38,979 for the three months ended March 31.

The increase of $25,764 or 66%, in operating expenses between the two periods is primarily due to an approximate $28,000 increase in professional fees paid for by cash and the issuance common stock, net of the decrease of $2,000 in other general and administrative expenses.

We expect we will continue to incur significant legal and accounting expenses related to being a public company.

For the nine months ended September 30, 2014, after interest expense of $69,128, we had a net loss of $253,319 or $0.01 per share.

In comparison, for the nine months ended September 30, 2013, after interest income of $5,235 and a $21,000 loss on conversion of debt, we had a net loss of $726,897 or $0.05 per share.

For the three months ended March 31, 2015, after interest expense of $55,278, we had a net loss of $119,996 or $0.08 per share.

In comparison, for the three months ended March 31, 2014, after interest expense of $6,473, we had a net loss of $46,405 or $0.08 per share.

We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

Liquidity and Capital Resources

As of September 30, 2014 our current assets totaled $14,203 consisting $879 of cash, $12,857 of inventory and $467 of prepaid expenses for legal fees.

Our current liabilities were $263,637 as of September 30, 2014, which was represented by accounts payable and accrued expenses of $146,561, short term loans of $7,728 and convertible notes payable of $109,348, net of debt discount of $36,435.

We had no other liabilities and no long term commitments or contingencies as of September 30, 2014.

We had a working capital deficit of $249,434 at September 30, 2014.

Unless we secure additional funding, of which there can be no assurance, we will not be able to satisfy our ongoing expenses.

On April 8, 2014, the Company issued a $21,000 convertible note to an individual.

The loan bears interest at 8% and has a maturity date of October 8, 2014.