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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.
−Removed: Although we intend to market our new Glucose Health Natural Blood Sugar Maintenance ™ product to retail customers on our product website www.glucosehealth.com and through other online marketplaces including Amazon.com, our principal marketing focus will be channel sales through national and regional pharmacy retailers.
−Removed: In this regard, we retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations and implemented a series of recommended compliance procedures including facility registration, in part, to help us achieve such channel sales.
+Added: Following the purchase of the "Glucose Health Natural Blood Sugar Maintenance" product, the Company undertook a series of steps to achieve a final product offering that would be considered efficacious as well as pleasant tasting by our target consumer market and would offer a value proposition relative to our competition in order to be considered for stocking by national and regional pharmacy retailers.
+Added: To assist in achieving our final product objectives, we retained a former head of beverage product development at Nestle.
+Added: We retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations, necessary, in part, to allow our product to be stocked by national pharmacy retailers.
+Added: We also undertook a number of actions to establish and build our Glucose Health Ò brand.
+Added: The Company conducted a design competition related to its packaging artwork and product logo and retained an experienced product packaging graphic artist to assist with all digital and print representations of the product.
+Added: The Company filed for and received trademark protection for Glucose Health Ò with the United States Trademark and Patent Office (USPTO).
+Added: While our primary sales and marketing focus is achieving sales to consumers through national and regional pharmacies, secondarily, we intend to also market the product directly to customers via our dedicated product website and through other online marketplaces.
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;
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On November 20, 2014, the board of directors voted to designate Series A Special Preferred Shares consisting of 1,000 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.
−Removed: 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.
+Added: Additionally, the board of directors voted to extend an existing consulting contract with the Company's CEO, Murray Fleming, for an additional 12 months, through October 1, 2016, without further compensation, in exchange for the issuance to Mr.
Fleming, of the 1,000 Series A Special Preferred Shares.
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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.
+Added: On January 5, 2015, the Company signed a contract manufacturing agreement for testing, compounding, supply and order fulfillment for the Glucose Health Ò product and additionally a purchasing agreement to distribute the product in a limited number of Northwest Arkansas pharmacies.
On January 7, 2015 the Company announced it has completed implementation of Food and Drug Administration (FDA) 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.
−Removed: The first production run of the Company’s Glucose Health Natural Blood Sugar Maintenance ™ product commenced during January 2015 with an estimated completion date in March 2015.
−Removed: The Company’s first purchase order of product amounting to approximately 20% of the first production run was executed during January 2015, pending final completion of the first production run.
On January 27, 2015 the Company announced the filing of its initial application for trademark protection related to its Glucose Health Ò line of dietary products, with the United States Trademark and Patent Office.
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On February 24, 2015, the Company announced the completion of the FDA's facility registration procedure.
+Added: On May 1, 2015, the Company filed Form 8-A12G registering a class of securities under the Securities Exchange Act of 1934 and became subject to the 1934 Act.
+Added: The Company completed the first production run of the product on May 26, 2015 and pursuant to the January 5, 2015 purchasing agreement, the product began to be offered for retail sale through a limited number of Northwest Arkansas pharmacies and additionally, on the Company's product website www.glucosehealth.com.
Our Plan of Operation for the Next Twelve Months
−Removed: 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.
−Removed: 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.
−Removed: We do not intend to manufacture additional Type2 Defense product.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Our principal business strategy for the next twelve months will be to implement marketing and sales initiatives and earn significant revenues from our Glucose Health Ò product.
+Added: Our sales initiatives will be focused upon securing repeat purchase orders from national and regional pharmacy retailers for our Glucose Health Ò Daily Blood Sugar Maintenance product.
+Added: Our marketing initiatives will be primarily to support Glucose Health Ò channel sales through national and regional partners.
+Added: We intend to begin advertising in and sponsoring, various print, digital and social media platforms, which align with the interest of our customers in natural products including dietary supplements for pre-diabetes and Type-2 diabetes.
+Added: Secondarily to our primary sales and marketing initiatives above, we also intend to grow our online sales of Glucose Health Ò product through sales from our product website and sales through other online marketplaces.
+Added: We also intend to further develop our Glucose Health Ò product in order to introduce variations of our proprietary formula and to introduce a variety of packaging options to our target consumer market segment.
At December 31, 2015 we had nominal cash, which will not be sufficient to satisfy our working capital requirements for the next twelve months.
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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.
−Removed: During 2015, we expect to expand our business with the Glucose Health Natural Blood Sugar Maintenance™ product.
−Removed: 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.
+Added: Further, 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.
−Removed: Our auditors have questioned our ability to continue operations as a “going concern”.
−Removed: We hope to obtain significant revenues from future product sales.
−Removed: In the absence of significant sales and profits, we will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities.
−Removed: However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.
+Added: Our auditors have questioned our ability to continue operations as a "going concern." While we expect to obtain significant revenues from future product sales, in the absence of significant sales and profits, we will seek to raise funds to meet our working capital needs principally through the additional sales of our securities.
+Added: However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, even if available, will be obtainable on terms satisfactory to us.
As a result, our auditors believe that substantial doubt exists about our ability to continue operations.
Liquidity and Capital Resources.
−Removed: At December 31, 2014, our current assets consisted of $4,871 in cash, 857.5 case of remaining inventory from our initial production run of 1784 cases of our Type2 Defense product, which was written down to $0 and $38,859 for prepaid consultant compensation.
−Removed: At December 31, 2014, we had no accounts receivable and our other assets totaled $300 applicable to our Glucose Health Natural Blood Sugar Maintenance™ product intellectual property.
−Removed: Our total assets were $44,030.
−Removed: At December 31, 2013, our current assets consisted of $711 in cash and $24,879 of inventory from our initial production run of 1784 cases of our Type2 Defense product.
−Removed: At December 31, 2013, we had no accounts receivable and other assets.
−Removed: Our total assets were $25,590.
−Removed: Our current liabilities at December 31, 2014 totaled $324,582 consisting of $154,659 in accounts payable and accrued expenses, $7,747 for short term loans, $23,927 in related party convertible short-term loans and $138,249 in convertible short-term loans.
−Removed: Our current liabilities at December 31, 2013 totaled $223,348 consisting of $144,633 in accounts payable and accrued expenses $6,000 for a short-term loan, $1,672 for a short-term loan from a related party and $71,043 in convertible short-term loans.
−Removed: We had a working capital deficit for 2014 and 2013 for $280,852 and $197,758, respectively.
+Added: At December 31, 2015, our total assets were $15,407 consisting of $2,055 cash, $8,370 inventory consisting of 801 units of Glucose Health Ò Daily Blood Sugar Maintenance product, $3,150 accounts receivable and $1,282 prepaid consultant compensation.
+Added: This compares to our total assets of $44,030 at December 31, 2014, consisting of $4,871 in cash and $38,859 in prepaid consultant compensation.
+Added: At December 31, 2015 our current liabilities totaled $403,226 consisting of $94,920 in accounts payable and accrued expenses, $6,075 for short term loans, $100,829 in related party convertible short-term loans and $201,402 in convertible short-term loans.
+Added: This compares to our current liabilities at December 31, 2014 of $324,582 consisting of $154,659 in accounts payable and accrued expenses $7,747 for a short-term loan, $23,927 for a short-term loan from a related party and $138,249 in convertible short-term loans.
+Added: We had a working capital deficit for 2015 and 2014 of $388,119 and $280,852, respectively.
We rely upon funding from two private equity firms.
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Material Commitments
−Removed: On January 30, 2013, we issued a $7,500 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of July 30, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of our common stock at an exercise price of $.005 per share.
−Removed: On February 20, 2013, we issued a $7,500 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of August 20, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of our common stock at an exercise price of $.005 per share.
−Removed: On February 26, 2013, we issued a $12,500 convertible note to a corporation.
−Removed: The loan bears interest at 5% and is payable on demand and may be converted at any time prior to January 31, 2014 into shares of our common stock.
−Removed: The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice.
−Removed: The conversion price shall not be lower than $0.01 per share.
On April 8, 2014, the Company issued a $21,000 convertible note to a corporation.
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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 $0.0065 per share.
−Removed: On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price to $0.0015 per share.
−Removed: On April 30, 2013, the Company issued a $10,000 convertible note to a corporation.
−Removed: The loan bears interest at 10% and has a maturity date of October 30, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.01 per share.
−Removed: On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price to $0.0015 per share.
On May 8, 2014, the Company issued a $21,000 convertible note to a corporation.
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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 $0.0065 per share.
−Removed: On June 10, 2013, the Company issued a $6,500 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of August 11, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
−Removed: On June 10, 2013, the Company issued a $6,222 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of August 11, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
−Removed: On June 10, 2013, the Company issued a $6,500 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of August 11, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
−Removed: On June 18, 2013, the Company issued a $12,500 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of December 18, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.
−Removed: On August 2, 2013, the Company issued a $10,000 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of February 2, 2013.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share.
−Removed: On December 10, 2013, the Company issued a $3,000 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of June 10, 2014.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.015 per share.
−Removed: On December 10, 2013, the Company issued a $5,000 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of June 10, 2014.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.015 per share.
−Removed: On April 8, 2014, the Company issued a $21,000 convertible note to a corporation.
−Removed: The loan bears interest at 8% and has a maturity date of October 8, 2014.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
On May 28, 2014, the Company issued a $10,000 convertible note to a corporation.
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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 $0.0065 per share.
−Removed: On May 28, 2014, the Company issued a $10,000 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of November 28, 2014.
−Removed: In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share.
On June 23, 2014, the Company issued a $10,000 convertible note to a corporation.
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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.
+Added: On April 1, 2015, the Company issued a $5,000 convertible note to a corporation.
+Added: The loan bears interest at 5% and has a maturity date of October 1, 2015.
+Added: 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.
+Added: On April 1, 2015, the Company issued a $5,000 convertible note to a corporation owned by the Company's CEO.
+Added: The loan bears interest at 5% and has a maturity date of October 1, 2015.
+Added: 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.
+Added: On May 1, 2015, the Company issued a $5,000 convertible note to a corporation.
+Added: The loan bears interest at 5% and has a maturity date of November 1, 2015.
+Added: 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.
+Added: On May 1, 2015, the Company issued a $5,000 convertible note to a corporation owned by the Company's CEO.
+Added: The loan bears interest at 5% and has a maturity date of November 1, 2015.
+Added: 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.
+Added: On June 1, 2015, the Company issued a $4,000 convertible note to a corporation.
+Added: The loan bears interest at 5% and has a maturity date of December 1, 2015.
+Added: 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.
+Added: On June 1, 2015, the Company issued a $4,000 convertible note to a corporation owned by the Company's CEO.
+Added: The loan bears interest at 5% and has a maturity date of December 1, 2015.
+Added: 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.
+Added: On July 1, 2015, the Company issued a $9,090 convertible note to a corporation.
+Added: The loan bears interest at 5% and has a maturity date of December 1, 2015.
+Added: 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.
+Added: On July 1, 2015, the Company issued a $8,305 convertible note to a company owned by the Company's CEO.
+Added: The loan bears interest at 5% and has a maturity date of December 1, 2015.
+Added: 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.
+Added: On December 10, 2015, the Company issued a $2,500 convertible note to a company owned by the Company's CEO.
+Added: The loan bears interest at 5% and has a maturity date of June 10, 2015.
+Added: In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $0.03 per share.
Results of Operations.
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We generated nominal revenues of $4,272 and $2,739 for the years ended December 31, 2015 and 2014, respectively.
−Removed: The Company’s focus for 2015 will be the manufacturing, marketing and distribution of our Glucose Health Natural Blood Sugar Maintenance™ dietary supplement product.
+Added: The Company's focus for 2016 will be the manufacturing, marketing and distribution of our Glucose Health Ò Daily Blood Sugar Maintenance dietary supplement product.
We hope to generate substantial revenues, continue our operations and fully implement our business plan by December 31, 2016.
−Removed: We reported a gross loss of $20,725 and $2,091 for the years ended December 31, 2014 and 2013, respectively.
+Added: Gross Profit (Loss)
+Added: We reported a gross profit (loss) of $397 and ($20,726) for the years ended December 31, 2015 and 2014, respectively.
Included in the gross loss was an impairment to inventory of $20,829 for the year ended December 31, 2014.
−Removed: Until the Company generates significant revenues, our revenue will not exceed our costs.
+Added: Until the Company generates significant revenues, our revenue will continue to be nominal.
Operating Expenses
For the year ended December 31, 2015, we had total operating expenses of $156,570, as compared to total operating expenses of $524,490 for the year ended December 31, 2014.
−Removed: The substantial decrease of $742,703 or 58.6%, in our operating expenses between the two periods is primarily due to an approximate $524,000 decrease in professional fees incurred due to the 2013 issuance of common stock for achieving operational milestones related to the Type2 Defense product, decreases in investor relations expenses, decreases in marketing and other services expenses, a $200,000 write-off for our impaired Type2 Defense intellectual property in 2013 and a decrease of approximately $19,000 for other general and administrative expenses compared to 2013.
+Added: The substantial decrease of $367,920 or 70.1%, in our operating expenses between the two periods is primarily due to an approximate $501,000 decrease in professional fees incurred in 2015 and a decrease of approximately $23,490 for other general and administrative expenses compared to 2014.
We expect we will continue to incur significant legal and accounting expenses related to being a public company.
−Removed: Other Expenses.
−Removed: We had $109,631 interest expense for the year ended December 31, 2014 compared to $168,862 interest expense for the year ended December 31, 2013.
−Removed: The $59,231 or 35.1% increase is attribution to the $58,273 out-of-period adjustment at December 31, 2013 for the improperly valued beneficial conversion option of the Company’s convertible notes payable.
−Removed: In addition, we had a $14,562 and $21,000 loss from conversion of debt for the years ended December 31, 2014 and 2013, respectively.
For the year ended December 31, 2015, we had a net loss of $266,064 or $0.14 per share.
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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.