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.
−Removed: The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results of operations for the full year.
−Removed: These financial statements and related footnotes should be read in conjunction with the condensed 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.
+Added: The results for the three months ended March 31, 2016 are not necessarily indicative of the results of operations for the full year.
+Added: 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, 2015 filed with the Securities and Exchange Commission on April 14, 2016.
GLUCOSE HEALTH, INC.
−Removed: CONDENSED BALANCE SHEETS
−Removed: SEPTEMBER 30, 2015
+Added: BALANCE SHEETS
+Added: MARCH 31, 2016
DECEMBER 31, 2015
15 unchanged sentences
STOCKHOLDERS' DEFICIT
−Removed: Preferred stock, $ no par value, 1,000 shares authorized,
−Removed: 1,000 shares issued and outstanding as of
−Removed: September 30, 2015 and December 31, 2014
−Removed: Common stock, $0.001 par value, 200,000,000 shares authorized,
−Removed: 2,201,004 and 1,309,825 shares issued and outstanding as of
−Removed: September 30, 2015 and December 31, 2014, respectively (1)
+Added: Preferred stock, $ no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015
+Added: Common stock, $0.001 par value, 200,000,000 shares authorized, 2,541,982 and 2,451,888 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively (1)
Additional paid in capital
8 unchanged sentences
GLUCOSE HEALTH, INC.
−Removed: UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
−Removed: SEPTEMBER 30, 2015
−Removed: SEPTEMBER 30, 2014
−Removed: SEPTEMBER 30, 2015
−Removed: SEPTEMBER 30, 2014
+Added: STATEMENTS OF OPERATIONS
+Added: FOR THE THREE MONTH'S ENDED
COST OF REVENUES
1 unchanged sentence
Total Cost of Revenues
−Removed: GROSS INCOME/(LOSS)
+Added: GROSS PROFIT/(LOSS)
OPERATING EXPENSES
11 unchanged sentences
NET LOSS PER SHARE - BASIC AND DILUTED
+Added: _______________
(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
1 unchanged sentence
GLUCOSE HEALTH, INC.
−Removed: UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
−Removed: SEPTEMBER 30, 2015
−Removed: SEPTEMBER 30, 2014
+Added: STATEMENTS OF CASH FLOWS
+Added: FOR THE THREE MONTH'S ENDED
OPERATING ACTIVITIES:
Adjustments to reconcile net loss to net cash used in operating activities:
−Removed: Inventory write down
Common stock issued for services
Amortization of note discount
−Removed: Gain on forgiveness of accounts payable
−Removed: Beneficial conversion feature of notes payable
Change in assets and liabilities
17 unchanged sentences
Conversion of notes payable and accrued interest to common stock
−Removed: Cancellation for 600,000 shares of common stock to settle liabilities
Conversion of liability to common stock
1 unchanged sentence
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
−Removed: 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").
+Added: 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 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.
2 unchanged sentences
While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
−Removed: These unaudited condensed financial statements reflect all adjustments, including normal recurring adjustments, which in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
−Removed: On March 27, 2007, Glucose Health, Inc.
−Removed: (f/k/a Bio-Solutions Corp.) ("Company") was incorporated in the State of Nevada.
−Removed: At inception, the Company was a manufacturer of Nutra-Animal, a pre-mix anti-oxidant for chicken integrators.
−Removed: 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.
−Removed: 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.
−Removed: In addition the board approved a 1.20 for 1 stock split.
−Removed: All shares have been reflected retroactively in accordance with SAB Topic 14C.
−Removed: On September 26, 2011, the Company entered into an acquisition agreement for Type2 Defense, a natural dietary supplement for the Type-2 and pre-diabetes market category and the Company's previous operations were discontinued.
−Removed: During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares.
+Added: These unaudited financial statements reflect all adjustments, including normal recurring adjustments, which in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
+Added: Corporate Information
+Added: We were incorporated under the laws of State of Nevada on March 27, 2007, as Bio-Solutions Corp.
+Added: 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").
+Added: 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.
+Added: 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.
+Added: The Board resolution set the date of record for shareholder approval for January 14, 2014.
+Added: 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.
+Added: Shareholders owning a total of 100,992,469 shares of the Company's common stock voted in favor of the reverse split.
+Added: There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record).
+Added: 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.
−Removed: 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.
−Removed: 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.
−Removed: Fleming and the Company's previous operations were discontinued.
−Removed: As of October 1, 2014, Mr.
−Removed: 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: 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;
+Added: 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;
+Added: to authorize 1,000 shares of preferred stock with "blank check" rights;
+Added: and to change the Company's name from Bio-Solutions Corp.
+Added: to Glucose Health, Inc.
+Added: (the "corporate action").
+Added: 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.
+Added: As of October 31, 2014, the Company obtained written consent in lieu of a meeting of shareholders to authorize the corporate action.
+Added: Shareholders owning a total of 30,596,154 shares of the Company's common stock voted in favor of the corporate action.
+Added: There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record).
+Added: The number of shares of common stock voting in favor of the corporate action was sufficient for approval.
+Added: 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;
2 unchanged sentences
On November 20, 2015, 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 12 month 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.
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.
−Removed: On December 15, 2014, the Company submitted its application to OTC Markets Group Inc.
−Removed: for inclusion in the OTCQB tier of quoted securities.
−Removed: 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: 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.
+Added: 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.
+Added: We were not successful in these business endeavors.
+Added: On September 26, 2011, we acquired the "Type2 Defense" product together with all intellectual property associated therewith.
+Added: Upon the acquisition of Type2 Defense we discontinued our former operations as a manufacturer of Nutri-Animal and distributor of GreenEx TM .
+Added: Since we discontinued our former operations, we wrote off any inventories attributable to our former operations.
+Added: 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 and pre-diabetes.
+Added: The first production run of the Company's Type2 Defense product was completed in June 2013 with the manufacture of 1764 cases.
+Added: On July 8, 2013, the Company announced the product was available for on-line sales on Amazon.com.
+Added: On July 9, 2013, the Company announced the product was available for on-line sales via the www.Type2Defense.com website.
+Added: Subsequently, the Company encountered significant management, operational and financial challenges resulting in poor product sales and inadequate inventory control.
+Added: 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.
+Added: On April 8, 2014, the Company appointed James Hodge chairman of the Company's board of directors.
+Added: 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.
+Added: The previous board members agreed to resign from the board and accept other duties for the Company.
+Added: On April 21, 2014, the Company appointed Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer.
+Added: In addition, Peggy Knight was appointed Chief Marketing Officer.
+Added: On July 22, 2014, Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer, resigned from the Company.
+Added: James Hodge, chairman of the board of directors was appointed interim Chief Executive Officer and Chief Financial Officer.
+Added: Our Current Business
+Added: On October 1, 2014, Murray Fleming was appointed the Company's Chief Executive Officer for the 12-month period ending October 1, 2015.
+Added: 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.
+Added: Fleming is the beneficial owner.
+Added: Following this purchase, 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.
+Added: Glucose Health Ò is a dietary supplement formulated from nine natural ingredients shown in certain clinical research such as that published by the National Institutes of Health (see www.glucosehealth.com/clinical-trials), to have a beneficial impact upon blood glucose, insulin, triglyceride and cholesterol levels.
+Added: The Centers for Disease Control and Prevention (CDC) publishes a National Diabetes Statistics Report annually.
+Added: The 2014 Report estimates 2 of 5 Americans will develop Type-2 diabetes in their lifetime.
+Added: We believe the CDC Report and other similar research points to a large and growing market of consumers with pre-diabetes or Type-2 diabetes many of whom are likely seeking natural products like Glucose Health Ò to proactively maintain good health.
+Added: On November 20, 2014, the existing 12 month consulting contract with the Company's CEO, Murray Fleming, was extended an additional 12 months ending October 2016, without further compensation, in exchange for the issuance to Mr.
+Added: Fleming, of 1,000 Series A Special Preferred Shares.
+Added: On December 31, 2014, the Company elected to write-off its inventory of Type2 Defense product to -0- and cease all manufacturing and sales activities related to the product.
+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.
+Added: On January 7, 2015, the Company completed its implementation of Current Good Manufacturing Practices (CGMP).
+Added: 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.
+Added: 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).
+Added: On January 29, 2015, the Company appointed of Chandrasekhar Mallangi, Ph.D., as an advisor.
+Added: Mallangi earned a Ph.D.
+Added: in Food Science from Oregon State University and is an advisor to multinational companies in the development of nutritional products.
+Added: 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.
+Added: Fleming replaces James Hodge the Company's interim Chief Financial Officer.
+Added: Hodge will remain the Company's chairman of the board of directors.
+Added: On February 24, 2015, the Company completed FDA facility registration, a compliance procedure for manufacturers of dietary and nutritional supplements.
+Added: On May 26, 2015, the Company completed the first production run of the product 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 as well as on the Company's product website www.glucosehealth.com.
+Added: 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.
+Added: 4,770,720) with first use recognized by the USPTO as of February 1, 2015.
+Added: On February 4, 2016, the Company's Chief Executive Officer and Chief Financial Officer, Murray Fleming, was appointed to the Board of Directors of Glucose Health, Inc.
+Added: On February 5, 2016, James Hodge resigned from the Board of Directors.
+Added: On January 6, 2016, Glucose Health, Inc.
+Added: ("Company") executed a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.
+Added: ("Customer") of Bentonville, Arkansas.
+Added: On March 8, 2016, the Company received a series of material purchase orders from the Customer pursuant to this Agreement.
+Added: The Company expects Glucose Health Ò to be stocked and available for purchase by consumers in the "Diabetes Supplies" section of many of the Customer's pharmacy locations across the United States by early May, 2016.
Going Concern
−Removed: The Company had a working capital deficiency of $362,057 and an accumulated deficit of $5,790,397 as of September 30, 2015.
−Removed: The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing from its members or other sources, as may be required.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
16 unchanged sentences
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.
−Removed: The Company previously operated in Canada and certain accounts of the Company were reflected in currencies other than the U.S.
−Removed: Effective January 1, 2013, the Company changed its functional currency from the Canadian dollar to the US dollar and combined the accounting records into a single set of books based on the currency translation rate at January 1, 2013.
−Removed: Prior to January 1, 2013, the Company recorded translation adjustments as accumulated other comprehensive income (loss).
−Removed: Gains and losses from foreign currency transactions were included in other income (expense) in the results of operations.
Cash Flow Reporting
2 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.
−Removed: There were no cash equivalents as of September 30, 2015 and December 31, 2014.
+Added: There were no cash equivalents as of March 31, 2016 and December 31, 2015.
The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
Prepaid Expenses
−Removed: The Company considers all items incurred for future services to be prepaid expenses.
−Removed: As of September 30, 2015 and December 31, 2014, the Company had prepaid expenses of $0 and $38,859, respectively, comprised of the issuance of unregistered shares of the Company's common stock to consultants.
+Added: The Company considers all items incurred for future service to be prepaid expenses.
+Added: As of March 31, 2016 and December 31, 2015, the Company had prepaid expenses of $37,676 and $1,282, 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.
−Removed: During the three and nine months ended September 30, 2015 and for the fiscal year 2014, we recorded no impairment charges related to other intangible assets.
+Added: During the three months ended March 31, 2016 and the fiscal year 2015, 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.
−Removed: Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2015.
+Added: Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2016.
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.
−Removed: Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of September 30, 2015, no additional accrual for income taxes is necessary.
+Added: 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, 2016, 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.
5 unchanged sentences
Revenue Recognition
−Removed: The Company recognizes revenue when:
+Added: The Company currently has nominal revenues.
+Added: Once the Company generates revenues from the sales of our products, the following criteria for revenue recognition will be utilized:
Persuasive evidence of an arrangement exists;
17 unchanged sentences
Except as noted below, the Company has not issued any options or warrants to date.
−Removed: At September 30, 2015, the total shares issuable upon conversion of convertible notes payable would be approximately 2,243,700 shares of the Company's common stock.
+Added: At March 31, 2016, the total shares issuable upon conversion of convertible notes payable would be approximately 642,610 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.
−Removed: As of September 30, 2015 and December 31, 2014, the Company had inventory of $9,700 and $0, respectively, with no allowance for obsolescence.
+Added: As of March 31, 2016, the Company had inventory of $8,310.
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.
−Removed: NOTE 3 - STOCKHOLDERS' DEFICIT
+Added: NOTE 3 - STOCKHOLDERS' EQUITY (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.
−Removed: As of September 30, 2015 and December 31, 2014, 2,201,004 and 1,309,825 shares of the Company's common stock and 1,000 shares of the Company's Preferred Stock were issued and outstanding, respectively.
+Added: As of March 31, 2016, 2,541,982 shares of the Company's common stock and 1,000 shares of the Company's Preferred Stock were issued and outstanding.
Issuances pursuant to Conversions
−Removed: During January 2014, a promissory note was converted into unregistered shares of the Company's common stock.
−Removed: The amount totaled $12,849 including interest was converted into 17,132 unregistered shares of the Company's common stock at $0.75 per share, the conversion price as stated in the convertible promissory note.
−Removed: On January 6, 2014, the Company agreed to modify the terms of this $12,500 convertible promissory notes dated May 27, 2013.
−Removed: The conversion rate was reduced from $5.00 per share to $0.75 per share.
−Removed: The Company recognized a loss on extinguishment of $14,562 resulting from the debt modification.
−Removed: During March 2014, a promissory note was partially converted into unregistered shares of the Company's common stock.
−Removed: The amount totaled $4,000 was converted into 16,000 unregistered shares of the Company's common stock at $0.25 per share, the conversion price as stated in the convertible promissory note.
−Removed: During March 2014, a promissory note was converted into unregistered shares of the Company's common stock.
−Removed: 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, 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.
10 unchanged sentences
These shares were valued at $0.005 per share, the conversion price as stated in the Note.
+Added: During November 2015, the Company issued 89,020 shares of common stock to a corporation for conversion of $400 principal and $45 accrued interest related to a Note.
+Added: These shares were valued at $0.004 per share, the conversion price stated in the Note.
+Added: During December 2015, the Company issued 111,864 shares of common stock to a corporation for conversion of $500 principal and $59 accrued interest related to a Note.
+Added: These shares were valued at $0.07 per share, the conversion price stated in the Note.
+Added: During February 2016, the Company issued 90,094 shares of common stock to a corporation for conversion of $400 principal and $51 of accrued interest related to a Note.
+Added: These shares were valued at $0.005 per share, the conversion price stated in the Note.
Issuances pursuant to Agreements
−Removed: During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company.
−Removed: The firm will be compensated with 7,200 unregistered shares of the Company's common stock payable in increments of 600 shares per month for twelve (12) months starting on April 1, 2014.
−Removed: During 2014, the Company issued 7,200 unregistered shares of the Company's common stock, which were valued at $0.52 per share or $3,732 to fully satisfy the March 2014 agreement.
+Added: On June 27, 2014, the Company signed a one-year consulting agreement with an individual to provide product marketing, endorsement and spokesperson services for the Company.
+Added: The agreement began on May 10, 2014 and expires on May 10, 2015.
+Added: The consultant will be compensated with 5,000 shares of the Company's common stock.
+Added: These shares were issued in July 2014.
+Added: The shares were valued at $0.65 per share or $3,250.
Compensation was calculated at the fair market value of the shares at the date earned.
+Added: In addition, the consultant may purchase 50,000 shares of the Company's common stock at an exercise price of $0.025 per share each quarter ending May 10, 2015 (an aggregate of 200,000 shares).
+Added: Options were valued using the Black Scholes Method, resulting in a value of $103,700 of which $51,850 have vested and expense recognized during 2015.
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.
The shares were valued at $0.08467 per share or $6,000.
−Removed: During April 2015, the Company issued 50,000 unregistered shares of the Company's common stock in final settlement of a consulting agreement.
−Removed: The shares were valued at $1,787.
−Removed: During May 2015, the Company issued 100,000 unregistered shares of the Company's common stock in final settlement of an outstanding debt.
−Removed: The shares were valued at $22,775.
−Removed: 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.
−Removed: 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.
−Removed: On April 1, 2015, the Company issued a $5,000 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of October 1, 2015.
−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 $0.020 per share.
−Removed: On April 1, 2015, the Company issued a $5,000 convertible note to a corporation owned by the Company's CEO.
−Removed: The loan bears interest at 5% and has a maturity date of October 1, 2015.
−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 $0.020 per share.
−Removed: On May 1, 2015, the Company issued a $5,000 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of November 1, 2015.
−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 $0.025 per share.
−Removed: On May 1, 2015, the Company issued a $5,000 convertible note to a corporation owned by the Company's CEO.
−Removed: The loan bears interest at 5% and has a maturity date of November 1, 2015.
−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 $0.025 per share.
−Removed: On June 1, 2015, the Company issued a $4,000 convertible note to a corporation.
−Removed: The loan bears interest at 5% and has a maturity date of December 1, 2015.
−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 $0.025 per share.
−Removed: On June 1, 2015, the Company issued a $4,000 convertible note to a corporation owned by the Company's CEO.
−Removed: The loan bears interest at 5% and has a maturity date of December 1, 2015.
−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 $0.025 per share.
−Removed: On July 1, 2015, the Company issued a $9,090 convertible note to a corporation.
+Added: On January 15, 2016, the Company issued a $3,000 convertible note to a corporation.
The loan bears interest at 5% and has a maturity date of December 31, 2016.
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.
−Removed: On July 1, 2015, the Company issued a $8,305 convertible note to a company owned by the Company's CEO.
+Added: On January 15, 2016, the Company issued a $10,500 convertible note to a corporation owned by the Company's CEO.
The loan bears interest at 5% and has a maturity date of December 31, 2016.
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 March 11, 2016, the Company issued a $35,000 note to a corporation owned by the Company's CEO.
+Added: The loan bears interest at 24% per annum and has a maturity date of July 11, 2016.
+Added: NOTE 5 - INTELLECTUAL PROPERTY
+Added: 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.
+Added: 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.
NOTE 6 - SUBSEQUENT EVENTS
−Removed: No material events occurred subsequent to the current period.
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.