What changed in this filing

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Item 1. Financial Statements

2015-08-18 compared with 2015-05-19 · 91 added, 108 removed, 235 unchanged (46% of the section changed)

4 unchanged sentences

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the three months ended March 31, 2015 are not necessarily indicative of the results of operations for the full year.

The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 30, 2015.

Glucose Health, Inc.

BALANCE SHEETS

Condensed Balance Sheets

June 30, 2015

December 31, 2014

Current assets

Inventory, net

Due from affiliate

1 unchanged sentence

Total current assets

Intellectual assets, net of accumulated

amortization of $0 and $0, respectively

Intellectual assets, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

2 unchanged sentences

Notes payable

Note payable, related party

Convertible notes payable, related parties

Convertible notes payable

Total current liabilities

Total liabilities

COMMITMENT AND CONTINGENCIES

Stockholders' deficit

1 unchanged sentence

1,000 and -0- shares issued and outstanding as of

March 31, 2015 and December 31, 2014, respectively

June 30, 2015 and December 31, 2014, respectively

Common stock, $0.001 par value, 200,000,000 shares authorized,

2,112,566 and 1,309,825 shares issued and outstanding as of

March 31, 2015 and December 31, 2014, respectively (1)

June 30, 2015 and December 31, 2014, respectively

Additional paid in capital

Stock subscription

Deferred compensation

Accumulated other comprehensive loss

2 unchanged sentences

Total liabilities and stockholders' deficit

______________

(1) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014.

See notes to the unaudited financial statements

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

Glucose Health, Inc.

STATEMENTS OF OPERATIONS

Unaudited Condensed Statements of Operations

June 30, 2015

June 30, 2014

June 30, 2015

June 30, 2014

COST OF REVENUES

1 unchanged sentence

Total Cost of Revenues

GROSS INCOME/(LOSS)

GROSS PROFIT/(LOSS)

OPERATING EXPENSES

Professional fees/stock based compensation

General and administrative

2 unchanged sentences

OTHER INCOME (EXPENSE)

Interest income (expense)

Interest expense, net

Gain on forgiveness of accounts payable

Total other expense

LOSS BEFORE IMCOME TAXES

PROVISION FOR (BENEFIT FROM) INCOME TAXES

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED (2)

NET LOSS PER SHARE - BASIC AND DILUTED

(2) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014.

See notes to the unaudited financial statements

WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING, BASIC AND DILUTED

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

Glucose Health, Inc.

STATEMENTS OF CASH FLOWS

Unaudited Condensed Statements of Cash Flows

Six months ended

June 30, 2015

June 30, 2014

OPERATING ACTIVITIES:

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

Inventory write down

Common stock issued for services

Amortization of note discount

Gain on forgiveness of accounts payable

Beneficial conversion feature of notes payable

Change in assets and liabilities

(Increase) decrease in loans and advances

Advance to affiliate

(Increase) decrease in inventory

4 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes and loans payable

Proceeds from convertible notes payable

Net cash provided by financing activities

2 unchanged sentences

CASH - END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for:

NONCASH OPERATING AND INVESTING ACTIVITIES:

Beneficial conversion feature

Conversion of notes payable and accrued interest to common stock

1 unchanged sentence

Conversion of liability to common stock

See notes to the unaudited financial statements

GLUCOSE HEALTH INC.

NOTES TO THE FINANCIAL STATEMENTS

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

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The unaudited condensed interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes.

4 unchanged sentences

On March 27, 2007, Glucose Health, Inc.

Bio-Solutions Corp.) 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 dioxyde, 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.

(f/k/a Bio-Solutions Corp.) (“Company”) was incorporated in the State of Nevada.

At inception, the Company was a manufacturer of Nutra-Animal, a pre-mix anti-oxidant for chicken integrators.

The Company was also the distributor of GreenEx™, a biological larvicide produced from a naturally occurring bacterium that produces a crystalline protein toxin, toxic for mosquitoes, vectors of malaria.

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.

In addition the board approved a 1.20 for 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 Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for consumers informed of the dangers of Type 2 diabetes.

During October 2011, the Company decided to abandon the former operations to focus solely on the Type2 Defense product.

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

On September 26, 2011, the Company entered into an acquisition agreement for Type2 Defense, a natural dietary supplement for the Type-2 diabetes market category and the Company’s previous operations were discontinued.

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 Type2 Defense product was completed during June 2013.

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 from our www.Type2Defense.com website.

The first sale was completed in July 2013.

Since the Company generated nominal revenues from our Type2 Defense product in the fiscal year ended December 31, 2013, the Company elected to declare the $200,000 intellectual property for Type2 Defense, recorded as other intangible assets, as impaired at December 31, 2013.

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.

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

There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record).

The number of shares of common stock voting in favor of the reverse split was sufficient for approval.

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.

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.

William Gallagher and Thomas Metzger Ph.D.

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, Chief Financial Officer, resigned from the Company.

In addition, 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 as the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015.

Fleming was compensated with 300,000 unregistered shares of the Company’s common stock.

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 beneficially owned by Murray Fleming, our CEO, for 300,000 unregistered shares of the Company’s common stock.

On October 1, 2014, Mr.

On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015 and the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from a company beneficially owned by Mr.

Fleming and the Company’s previous operations were discontinued.

As of October 1, 2014, Mr.

Fleming beneficially owned 600,000 shares or 50.1% of the outstanding shares of the Company’s common stock, which resulted in a change in control of the Company.

Although we intend to market our new Glucose Health™ product through online retailers including 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 and procedures, necessary, in part, to achieve such channel sales, to assist us.

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;

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, a 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;

8 unchanged sentences

In addition, the Company’s new ticker symbol, GLUC, was included on the Financial Industry Regulatory Authority’s (FINRA) Daily List with an effective date of December 15, 2014.

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

Going Concern

25 unchanged sentences

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 March 31, 2015 and December 31, 2014.

There were no cash equivalents as of June 30, 2015 and December 31, 2014.

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

1 unchanged sentence

The Company considers all items incurred for future service to be prepaid expenses.

As of March 31, 2015 and December 31, 2014, the Company had prepaid expenses of $21,500 and $38,859, respectively, comprised of the issuance of unregistered shares of the Company’s common stock to consultants.

As of June 30, 2015 and December 31, 2014, the Company had prepaid expenses of $4,141 and $38,859, respectively, comprised of the issuance of unregistered shares of the Company’s common stock to consultants.

Recoverability of Long-Lived Assets

17 unchanged sentences

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 three months ended March 31, 2015 and the fiscal year 2014, we recorded no impairment charges related to other intangible assets.

During the three and six months ended June 30, 2015 and the fiscal year 2014, we recorded no impairment charges related to other intangible assets.

Fair Value of Financial Instruments

11 unchanged sentences

Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2015.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

10 unchanged sentences

ASC 740-10 is effective for fiscal years beginning after December 15, 2006.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of March 31, 2015, no additional accrual for income taxes is necessary.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of June 30, 2015, no additional accrual for income taxes is necessary.

The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities.

26 unchanged sentences

Except as noted below, the Company has not issued any options or warrants to date.

At March 31, 2015, the total shares issuable upon conversion of convertible notes payable would be approximately 230,226 shares of the Company’s common stock.

At June 30, 2015, the total shares issuable upon conversion of convertible notes payable would be approximately 1,380,600 shares of the Company’s common stock.

Inventory is stated at the lower of cost (FIFO:

1 unchanged sentence

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

As of March 31, 2015, the Company had inventory of $12,500.

As of June 30, 2015 and December 31, 2014, the Company had inventory of $11,650 and $0, respectively, with no allowance.

Recent Issued Accounting Standards

There were updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 3 - STOCKHOLDERS’ DEFICIT

The Company was established with one class of stock, common stock – 75,000,000 shares authorized at a par value of $0.001.

1 unchanged sentence

In October 2012, the Company increased the authorized common shares to 200,000,000.

As of March 31, 2015, 1,778,120 shares of the Company’s common stock and 1000 of the Company’s Preferred Stock were issued and outstanding.

As of June 30, 2015 and December 31, 2014, 2,112,566 and 1,309,825 shares of the Company’s common stock and 1,000 and 0 shares of the Company’s Preferred Stock were issued and outstanding, respectively.

Issuances pursuant to Conversions

8 unchanged sentences

The amount totaled $13,151 including interest was converted into 13,171 unregistered shares of the Company’s common stock at $0.999 per share, the conversion price as stated in the convertible promissory note.

During January 2015, a promissory note and related accrued interest was converted into unregistered shares of the Company’s common stock.

The amount totaled $290 including accrued interest and was converted into 58,092 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note.

During February 2015, a promissory note and related accrued interest was converted into unregistered shares of the Company’s common stock.

The amount totaled $886 including accrued interest and was converted into 177,072 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note.

During March 2015, a promissory note and related accrued interest was converted into unregistered shares of the Company’s common stock.

The amount totaled $541 including accrued interest and was converted into 162,264 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note.

During January 2015, the Company issued 58,092 shares of common stock to a corporation for conversion of $250 principal and $40 accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During February 2015, the Company issued 177,072 shares of common stock to a corporation for conversion of $886 in principal and accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During March 2015, the Company issued 162,264 shares of common stock to a corporation for conversion of $541 in principal and accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During April 2015, the Company issued 86,882 shares of common stock to a corporation for conversion of $400 principal and $40 accrued interest related to Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During June 2015, the Company issued 87,564 shares of common stock to a corporation for conversion of $400 principal and $38 accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

Issuances pursuant to Agreements

4 unchanged sentences

During February 2015, the Company issued 70,867 unregistered shares of the Company’s common stock as compensation to the Company’s chairman of the board.

These shares were valued at $0.08467 per share or $6,000.

The shares were valued at $0.08467 per share or $6,000.

During April 2015, the Company issued 50,000 unregistered shares of the Company’s common stock in final settlement of a consulting agreement.

The shares were valued at $1,787.

During May 2015, the Company issued 100,000 unregistered shares of the Company’s common stock in final settlement of an outstanding debt.

The shares were valued at $22,775.

During June 2015, the Company issued 10,000 unregistered shares of the Company’s common stock as compensation to the Company’s Chief Marketing Officer.

The shares were valued at $500.

NOTE 4 - NOTES PAYABLE

20 unchanged sentences

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.025 per share.

NOTE 5 - INTELLECTUAL PROPERTY

The acquisition of Type2 Defense was paid for by the issuance of 40,000 shares of the Company’s common stock.

The shares were valued at $200,000 or $5.00 per share based on the closing price of the Company’s common stock on September 26, 2011.

The agreement also included the issuance of 20,000 shares of the Company’s common stock upon achieving certain operational milestones and an additional 20,000 shares of Company’s common stock upon reaching 1,500 customers.

On November 4, 2011, an advance of 1,200 shares of the Company’s common stock related to the reaching of the 1,500 customers’ milestone in the original agreement was approved by the board of directors.

The shares were valued at $5.50 per share or $6,600.

The issuance of 20,000 shares of the Company’s common stock upon reaching 1,500 customers was reduced by the advance to 1,200 shares.

During June 2013, the Company achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement.

On June 18, 2013, the Company issued 20,000 shares to the Company’s former CEO for the Type2 Defense product meeting the operational milestones.

The shares were valued at $7.50 per share or $150,000 and included as stock based compensation in the statement of operation in 2011.

In addition, on June 18, 2013, an advance of 10,000 shares of the Company’s common stock related to reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors and issued to William Gallagher, the Company’s former CEO.

The shares were valued at $7.50 per share or $75,000 and included as stock based compensation in the accompanying statement of operation in 2013.

As of March 30, 2015 the milestone has not been achieved and the Type2 Defense product has been discontinued, the shares will not be issued.

Since the Company has not been able to generate substantial revenues from the Type 2 Defense product since June 2013 and has produced only nominal sales of the product in 2014, the Company elected to write-off the $200,000 intellectual property for Type2 Defense as impaired.

In addition, the Company no longer intends to manufacture additional Type2 Defense product.

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

On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product for the purchase price of 300,000 unregistered shares of the Company’s common stock from a company beneficially owned by the Company’s CEO, Murray Fleming.

The shares were recorded at their par value of $0.001 per share or $300, valued at the nominal historical cost of the related party seller.

All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $300.

On April 1, 2015, the Company issued a $5,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of October 1, 2015.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.020 per share.

On April 1, 2015, the Company issued a $5,000 convertible note to a corporation owned by the Company’s CEO.

The loan bears interest at 5% and has a maturity date of October 1, 2015.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.020 per share.

On May 1, 2015, the Company issued a $5,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of November 1, 2015.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.025 per share.

On May 1, 2015, the Company issued a $5,000 convertible note to a corporation owned by the Company’s CEO.

The loan bears interest at 5% and has a maturity date of November 1, 2015.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.025 per share.

On June 1, 2015, the Company issued a $4,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of December 1, 2015.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.025 per share.

On June 1, 2015, the Company issued a $4,000 convertible note to a corporation owned by the Company’s CEO.

The loan bears interest at 5% and has a maturity date of December 1, 2015.

In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.025 per share.

NOTE 5 - SUBSEQUENT EVENTS

On May 14, 2014, a consultant was granted the right to purchase 50,000 shares of the Company’s common stock at a price of $0.25 per share each quarter.

As of March 31, 2015 the Consultant had not exercised this right and the right expired May 14, 2015.

On July 7, 2015, the Company received notification from the United States Patent and Trademark Office (USPTO) that its application for trademark of “Glucose Health” was accepted to the Supplemental Register (Reg.

4,770,720) with first use recognized by the USPTO as of February 1, 2015.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements