What changed in this filing

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Item 2. Management’s Discussion and Analysis

2016-05-23 compared with 2015-11-23 · 74 added, 115 removed, 138 unchanged (58% 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, 2015 together with notes thereto as previously filed with our Annual Report on Form 10-K on March 30, 2016.

In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2015.

Cash and Cash Equivalents

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

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

There were no cash equivalents as of March 31, 2016 and December 31, 2015.

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

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Revenue Recognition

The Company recognizes revenue when:

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:

1) 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 options or warrants.

The Company has not issued any stock option 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 September 30, 2015, the Company had inventory of $9,700 comprised solely of the Glucose Health Ò 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

As of March 31, 2016, the Company had inventory of $8,310 comprised solely of the Glucose Health Ò product.

Glucose Health, Inc.

(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.

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, Suite 600, Bentonville, AR 72712 and our telephone number is 479-802-3827.

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

Our CUSIP number is 379894108 and trading symbol is GLUC.

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

We are a manufacturer of dietary supplements and our business focus is serving the consumer market segment of persons with pre-diabetes and Type-2 diabetes.

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.

We acquired this product in fourth quarter of 2014 and we are in the early stages of manufacturing, marketing and distributing this product.

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

Corporate Information

We were incorporated under the laws of State of Nevada on March 27, 2007, as Bio-Solutions Corp.

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").

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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.

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.

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.

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

Our Current Business

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

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Fleming is the beneficial owner.

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

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

Secondarily, we also intend to 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 (Fibersol Ò -2), extracts of water soluble cinnamon tree bark, chromium picolinate, extracts of green and white teas, vitamin C from ascorbic acid and stevia leaf extract;

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, triglycerides and cholesterol levels.

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

Their 2014 Report estimates 2 of 5 Americans are pre-diabetic and will develop Type-2 diabetes in their lifetime.

The Company believes the CDC Report and the prevalence of medical research targeted to educating pre-diabetics, will lead to a large and growing market of consumers aware of the dangers of Type-2 diabetes and consequently receptive to natural dietary supplements such as Glucose Health Ò to proactively maintain healthy blood glucose, triglycerides and cholesterol levels.

As of December 31, 2014, the Company elected to write-off its inventory of Type-2 Defense product to -0- and cease all manufacturing and sales activities related to the product.

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 Ò product.

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

310 grams of formula with 45 servings.

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.

To assist in achieving our final product objectives, we retained a former head of beverage product development at Nestle.

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.

We also undertook a number of actions to establish and build our Glucose Health Ò brand.

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.

The Company filed for and received trademark protection for Glucose Health Ò with the United States Trademark and Patent Office (USPTO).

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.

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.

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

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

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.

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.

Fleming, of 1,000 Series A Special Preferred Shares.

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.

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 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.

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.

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.

On January 27, 2016 the Company notified OTC Markets, Inc.

of its intention to not renew its OTCQB service.

The Company filed Form 8-A12G in fiscal 2015 registering a class of securities under the 1934 Securities Exchange Act.

Accordingly, the Company does not make use of the OTC Markets Disclosure and News Service and instead files its periodic and annual reports and audited financial statements with the Securities and Exchange Commission.

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.

On February 5, 2016, James Hodge resigned from the Board of Directors.

On March 8, 2016, the Company received a series of material purchase orders from the Customer pursuant to a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.

("Customer") executed January 6, 2016.

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 May, 2016.

Results of Operations

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

We generated nominal revenues for the three months ended September 30, 2015 compared to nominal revenues for the three months ended September 30, 2014.

We hope to fully implement our plan of operations and generate significant revenues by March 31, 2016.

The Company's principal focus for fiscal 2015 will be to launch and establish a market of recurring sales from pharmacy retailers for its Glucose Health Ò dietary supplement product.

Operating Expenses

For the three months ended September 30, 2015, we had total operating expenses of $34,272, as compared to total operating expenses of $64,203 for the three months ended September 30, 2014.

The decrease of $29,931 or 47%, in operating expenses between the periods is primarily due to the Company's renegotiation of various management, consulting and service provider contracts, which has resulted in lessor amounts being paid for such services than in prior periods, which has resulted in lower operating expenses.

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

For the three months ended September 30, 2015, after interest expense of $15,086, we had a net loss of $49,253 or $0.02 per share.

In comparison, for the three months ended September 30, 2014, after interest expense of $40,307, we had a net loss of $104,377 or $0.18 per share.

The decrease in net loss per share from $0.18 per share to $0.02 per share is primarily due to the Company's renegotiation of various management, consulting and service provider contracts, which has resulted in lessor amounts being paid for such services than in prior periods, and a lower net loss per share.

The Company expects to continue to incur net losses for the foreseeable future and until we generate significant revenues.

For the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014

We generated nominal revenues for the nine months ended September 30, 2015 compared to nominal revenues for the nine months ended September 30, 2014.

We hope to fully implement our plan of operations and generate significant revenues by March 31, 2016.

The Company's principal focus for fiscal 2015 will be to launch and establish a market of recurring sales from pharmacy retailers for its Glucose Health Ò dietary supplement product.

Secondarily, the Company's goal is to achieve modest recurring sales of its Glucose Health Ò dietary supplement product from consumers via its product website www.glucosehealth.com and other online marketplaces.

For the three months ended March 31, 2016 as compared to the three months ended March 31, 2015

We generated nominal revenues for the three months ended March 31, 2016 compared to nominal revenues for the three months ended March 31, 2015.

We hope to generate substantial revenues, continue operations and fully implement our business plan by December 31, 2016.

Operating Expenses

For the nine months ended September 30, 2015, we had total operating expenses of $141,602, as compared to total operating expenses of $174,529 for the nine months ended September 30, 2014.

The decrease of $32,927 or 19%, in operating expenses between the periods is primarily due to the Company's renegotiation of various management, consulting and service provider contracts, which has resulted in lessor amounts being paid for such services than in prior periods, which has resulted in lower operating expenses.

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

For the nine months ended September 30, 2015, after interest expense of $98,579, we had a net loss of $219,266 or $0.12 per share.

In comparison, for the nine months ended September 30, 2014, after interest expense of $69,128, we had a net loss of $253,319 or $0.53 per share.

The decrease in net loss per share from $0.53 per share to $0.12 per share is primarily due to the Company's renegotiation of various management, consulting and service provider contracts, which has resulted in lessor amounts being paid for such services than in prior periods and a lower net loss per share.

The Company expects to continue to incur net losses for the foreseeable future and until we generate significant revenues.

For the three months ended March 31, 2016, we had total operating expenses of $12,335, as compared to total operating expenses of $64,743 for the three months ended March 31, 2015.

The decrease of $52,408 or 81%, in operating expenses between the two periods is primarily due to an approximate $52,000 decrease in professional fees paid for by cash and/or the issuance common stock.

For the three months ended March 31, 2016, after interest expense of $16,988, we had a net loss of $29,263 or $0.01 per share.

In comparison, 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.

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

Liquidity and Capital Resources

As of September 30, 2015 our current assets totaled $20,723 consisting primarily of $9,700 of inventory, $8,794 of cash, $1,980 of accounts receivable and $250 of amount due from affiliate.

Our current liabilities were $382,780 as of September 30, 2015, which was represented by accounts payable and accrued expenses of $94,920, short-term loans of $6,075, and convertible notes payable of $281,785.

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

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

The loan bears interest at 5% and has a maturity date of July 7, 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 $0.04 per share.

As of March 31, 2016 our current assets totaled $51,332 consisting primarily of $8,310 of inventory and $37,676 of prepaid expenses.

Our current liabilities were $454,763 as of March 31, 2016, which was represented by accounts payable and accrued expenses of $94,920, short-term loans of $6,075, and convertible notes payable of $353,768.

We had no other liabilities and no long-term commitments or contingencies as of March 31, 2016.

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 July 8, 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 $0.04 per share.

On January 8, 2015, the Company issued a $8,750 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of July 8, 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 $0.04 per share.

On February 2, 2015, the Company issued a $12,500 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of August 2, 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 $0.031 per share.

On February 2, 2015, the Company issued a $12,500 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of August 2, 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 $0.031 per share.

On March 2, 2015, the Company issued a $10,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of September 2, 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 March 2, 2015, the Company issued a $10,000 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of September 2, 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 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 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.

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.

On July 1, 2015, the Company issued a $9,090 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 July 1, 2015, the Company issued a $8,305 convertible note to a company owned by the Company's CEO.

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.

On March 11, 2016, the Company issued a $35,000 note to a corporation owned by the Company's CEO.

The loan bears interest at 24% per annum and has a maturity date of July 11, 2016.

Our Plan of Operation for the Next Twelve Months.

In the fourth quarter of 2014, we elected to cease sales and manufacturing of our Type2 Defense product and acquire the "Glucose Health Natural Blood Sugar Maintenance" 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 Ò 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.

Secondarily, we intend to implement online sales of our Glucose Health Ò product targeted to retail customers via our product website www.glucosehealth.com and through other online marketplaces.

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

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

Our operations involve many risks and our business could fail.

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.

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.

Our marketing initiatives will be primarily to support Glucose Health Ò channel sales through national and regional partners.

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.

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.

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 March 31, 2016, 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.

Our forecasts and operations will involve risks and uncertainties, which we are unable to predict and actual results could fail.

We will require additional capital to continue operations.

If we cannot secure this additional capital or if we cannot generate significant revenues, we may cease operations.

We intend to continue to source capital from the two private companies currently providing financing to us on a monthly basis.

We cannot guarantee that this funding will be available on favorable terms, if at all.

If adequate capital is not available, then our ability to continue our operations may be significantly hindered.

If adequate capital is not available, our officer, directors and principal shareholders may contribute capital to the Company in the form of debt financing or equity contributions.

However, our officer, directors and principal shareholders are not committed to contribute such capital to sustain our operations.

Even assuming that we secure the capital we require for our business, there can be no assurance that our business will be profitable.

During fiscal 2015, we expect to develop our business by launching and then growing sales of our Glucose Health Ò product to pharmacy retailers and consumers.

However, the significant legal and accounting costs of being a public company will continue to impact our liquidity and we will need to obtain capital to pay these expenses.

Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a public 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." Our goal is to realize significant revenues from future product sales.

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

We cannot guarantee that we will be able to obtain sufficient additional capital when needed, or that such capital, if it is available to, will be obtainable on terms satisfactory to us.

As a result, our auditors believe that substantial doubt exists about our ability to continue our operations.

If we cannot secure additional capital or generate significant revenues, we may cease operations in which case you will lose your investment.

We intend to continue to source capital from the two private equity companies currently providing financing to us on a monthly basis.

We cannot guarantee that such additional funding will be available on favorable terms, if at all.

If adequate funds are not available, then our ability to continue or expand our operations may be significantly hindered.

If adequate funds are not available, our officer, directors and principal shareholders may contribute capital to the Company in the form of debt financing or equity contributions.

However, our officer, directors and principal shareholders are not committed to contribute funds to pay for our expenses.

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

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.

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.

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.

Off-Balance Sheet Arrangements

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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