What changed in this filing

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Item 2. Management’s Discussion and Analysis

2015-08-18 compared with 2015-05-19 · 67 added, 36 removed, 180 unchanged (36% of the section changed)

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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.

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 March 31, 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 March 31, 2015 and December 31, 2014.

There were no cash equivalents as of June 30, 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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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:

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

Persuasive evidence of an arrangement exists;

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For employees, directors and non-employees, the fair value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

The Company has not issued any stock option or warrants.

The Company has not issued any stock options or warrants.

Inventory is stated at the lower of cost (FIFO:

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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 comprised solely of the Glucose Health™ Natural Blood Sugar Maintenance product.

As of June 30, 2015, the Company had inventory of $11,650 comprised solely of the Glucose Health Ò Natural Blood Sugar Maintenance Blueberry Tea Mix product.

All Glucose Health Ò products are affixed with a production lot number and “Best Before” date of 24 months following production.

The Company currently sees no trends that would render its current inventory obsolete prior to its “Best Before” date.

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.

(f/k/a 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 local telephone number is 479-802-3827.

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

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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”).

As discussed in greater detail below, our principal product is Glucose Health Ò (“product”).

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

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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.

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

Since we discontinued 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.

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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.

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 unknown.

We do not intend to manufacture additional Type2 Defense product.

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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.

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

Glucose Health Ò 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;

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.

Their 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 Ò 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.

for the testing, compounding, supply and order fulfillment for the Glucose Health Ò product.

The product is to be packaged in a “Value-Size” container format consisting of app.

310 grams of formula with 45 servings.

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

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

On May 26, 2015, the Company completed the first production run of its first Glucose Health Ò product offering – Glucose Health Ò Natural Blood Sugar Maintenance in Blueberry Tea Mix flavor packaged in a 310 gram size container for a 45 day supply at the recommended daily serving of 6.9 grams.

Results of Operations

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.

For the three months ended June 30, 2015 as compared to the three months ended June 30, 2014

We generated nominal revenues for the three months ended June 30, 2015 compared to nominal revenues for the three months ended June 30, 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.

The Company’s focus for 2015 will be the launch of its Glucose Health Ò dietary supplement products.

Operating Expenses

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.

For the three months ended June 30, 2015, we had total operating expenses of $42,588, as compared to total operating expenses of $71,346 for the three months ended June 30, 2014.

The decrease of $28,758 or 40%, in operating expenses between the periods is primarily due to the Company spending more time negotiating contracts and establishing sales.

The Company renegotiated consulting contracts in 2015 for lessor amounts than prior years, which resulted in lower operating expenses.

For the three months ended June 30, 2015, after interest expense of $28,215, we had a net loss of $50,018 or $0.03 per share.

In comparison, for the three months ended June 30, 2014, after interest expense of $22,348, we had a net loss of $102,536 or $0.22 per share.

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

For the six months ended June 30, 2015 as compared to the six months ended June 30, 2014

We generated nominal revenues for the six months ended June 30, 2015 compared to nominal revenues for the six months ended June 30, 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 its Glucose Health Ò dietary supplement products.

Operating Expenses

For the six months ended June 30, 2015, we had total operating expenses of $107,331, as compared to total operating expenses of $110,325 for the six months ended June 30, 2014.

The decrease of $2,994 or 3%, in operating expenses between the periods is primarily due to the Company spending more time negotiating contracts and establishing sales.

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

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.

For the six months ended June 30, 2015, after interest expense of $83,493, we had a net loss of $170,014 or $0.10 per share.

In comparison, for the six months ended June 30, 2014, after interest expense of $28,821, we had a net loss of $148,941 or $0.34 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 March 31, 2015 our current assets totaled $37,290 consisting primarily of $12,500 of inventory and $21,500 of prepaid expenses.

Our current liabilities were $369,848 as of March 31, 2015, which was represented by accounts payable and accrued expenses of $139,622, short term loans of $7,822, and convertible notes payable of $222,404.

We had no other liabilities and no long-term commitments or contingencies as of March 31, 2015.

As of June 30, 2015 our current assets totaled $20,278 consisting primarily of $11,650 of inventory, $4,237 of cash, and $4,141 of prepaid expenses.

Our current liabilities were $350,920 as of June 30, 2015, which was represented by accounts payable and accrued expenses of $95,098, short-term loans of $6,075, and convertible notes payable of $249,747.

We had no other liabilities and no long-term commitments or contingencies as of June 30, 2015.

On January 7, 2015, the Company issued a $4,315 convertible note to a corporation owned by the Company’s CEO.

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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 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.

Our Plan of Operation for the Next Twelve Months.

On October 1, 2014, we elected to suspend all development of our Type2 Defense product and acquire the “Glucose Health Natural Blood Sugar Maintenance” product.

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

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

We do not intend to manufacture additional Type2 Defense product.

Our principal business strategy for the next twelve months will be to implement a marketing and sales strategy focused on securing repeat orders from national and regional pharmacy retailers for our Glucose Health™ Natural Blood Sugar Maintenance products.

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.

In addition, we intend to implement online sales of our Glucose Health™ product targeted to retail customers via our product website and through online marketplaces including Amazon.com.

At March 31, 2015 we had nominal cash, which will not be sufficient to satisfy our working capital requirements for the next twelve months.

In addition, we intend to implement online sales of our Glucose Health Ò product targeted to retail customers via our product website and through other diabetes focused online marketplaces.

At June 30, 2015 we had nominal cash, which will not be sufficient to satisfy our working capital requirements for the next twelve months.

We cannot forecast with any degree of certainty our anticipated revenues or cash flow.

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Even assuming that we secure adequate financing, there can be no assurance that we will be profitable at any time in the future.

During 2015, we expect to expand our business with the Glucose Health™ Natural Blood Sugar Maintenance product.

During 2015, we expect to expand our business by implementing sales of our Glucose Health Ò product.

The legal and accounting costs of being a public company will continue to impact our liquidity and we will need to obtain funds to pay those expenses.

Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

Our auditors have questioned our ability to continue operations as a “going concern”.

We hope to obtain significant revenues from future product sales.

Our auditors have questioned our ability to continue operations as a “going concern.” We hope to obtain significant revenues from future product sales.

In the absence of significant sales and profits, we will seek to raise additional funds to meet our working capital needs principally through the issuance of debt securities.

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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 2. Management’s Discussion and Analysis