What changed in this filing

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Item 1. Financial Statements

2016-08-22 compared with 2016-05-23 · 133 added, 48 removed, 316 unchanged (36% of the section changed)

4 unchanged sentences

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

The results for the three months ended March 31, 2016 are not necessarily indicative of the results of operations for the full year.

The results for the three and six months ended June 30, 2016 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 14, 2016.

1 unchanged sentence

BALANCE SHEETS

MARCH 31, 2016

DECEMBER 31, 2015

CURRENT ASSETS

$ 27,773 $ 2,055

Accounts receivable

168,346 3,150

Due from affiliate

1 unchanged sentence

Total current assets

206,809 15,107

Intellectual assets, net of accumulated amortization of $0 and $0, respectively

$ 207,109 $ 15,407

LIABILITIES AND STOCKHOLDERS' DEFICIT

1 unchanged sentence

Accounts payable and accrued expenses

$ 169,365 $ 94,920

Accrued Interest

Notes payable

Convertible notes payable, related parties

106,511 100,829

Convertible notes payable

85,398 201,402

Total current liabilities

423,804 403,226

TOTAL LIABILITIES

423,804 403,226

COMMITMENT AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Preferred stock, $ no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015

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)

Preferred stock, $ no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015

113,200 113,200

Common stock, $0.001 par value, 200,000,000 shares authorized, 2,753,232 and 2,451,888 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively (1)

Additional paid in capital

5,682,368 5,386,001

Stock subscription

23,000 23,000

Accumulated other comprehensive loss

(75,278 ) (75,278 )

Accumulated deficit

(5,962,738 ) (5,837,194 )

Total stockholders' deficit

(216,695 ) (387,819 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

4 unchanged sentences

STATEMENTS OF OPERATIONS

FOR THE THREE MONTH'S ENDED

THREE MONTHS ENDED

SIX MONTHS ENDED

$ 295,809 $ 552 $ 295,929 $ 577

COST OF REVENUES

Cost of revenues

274,464 340 274,524 340

Total Cost of Revenues

GROSS PROFIT/(LOSS)

274,464 340 274,524 340

GROSS INCOME (LOSS)

21,345 212 21,405 237

OPERATING EXPENSES

Professional fees/stock based compensation

9,546 33,494 18,964 94,852

General and administrative

5,767 9,094 8,684 12,479

Total Operating Expenses

LOSS FROM OPERATIONS

15,313 42,588 27,648 107,331

INCOME (LOSS) FROM OPERATIONS

6,032 (42,376 ) (6,243 ) (107,094 )

OTHER INCOME (EXPENSE)

Interest income (expense)

(93,402 ) (28,215 ) (119,301 ) (83,493 )

Gain on forgiveness of accounts payable

- 20,573 - 20,573

Total other expense

(93,402 ) (7,642 ) (119,301 ) (62,920 )

LOSS BEFORE INCOME TAXES

(87,370 ) (50,018 ) (125,544 ) (170,014 )

PROVISION FOR (BENEFIT FROM) INCOME TAXES

$ (87,370 ) $ (50,018 ) $ (125,544 ) $ (170,014 )

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

2,587,301 1,935,471 2,545,087 1,717,360

NET LOSS PER SHARE - BASIC AND DILUTED

4 unchanged sentences

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH'S ENDED

FOR THE SIX MONTH'S

ENDED JUNE 30,

OPERATING ACTIVITIES:

$ (125,544 ) $ (170,014 )

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

1 unchanged sentence

Amortization of note discount

108,161 150,733

Gain on forgiveness of accounts payable

Change in assets and liabilities

Increase in accounts receivable

(Increase) decrease in inventory

Decrease in prepaid expenses and other current assets

(165,196 ) (250 )

Decrease in inventory

(Increase) decrease in prepaid expenses and other current assets

(848 ) 34,718

Increase (decrease) in accounts payable and accrued expenses

85,585 (17,385 )

Total adjustments

27,762 143,380

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Increase in due from affilliate

Net cash used in investing activities

(97,782 ) (26,634 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes and loans payable

123,500 26,000

Net cash provided by financing activities

NET INCREASE IN CASH

123,500 26,000

NET INCREASE (DECREASE) IN CASH

25,718 (634 )

CASH - BEGINNING OF PERIOD

CASH - END OF PERIOD

NONCASH OPERATING AND INVESTING ACTIVITIES:

$ 27,773 $ 4,237

NON-CASH TRANSACTION:

Beneficial conversion feature

$ 294,722 $ 86,303

Conversion of notes payable and accrued interest to common stock

$ 451 $ 2,622

Conversion of liability to common stock

1 unchanged sentence

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

3 unchanged sentences

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.

Glucose Health, Inc.

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 diabetes nutritional products and our business focus is serving the consumer market segment of persons concerned with pre-diabetes and Type-2 diabetes.

As discussed in greater detail below, our principal product is Glucose Health Ò Daily Blood Sugar Maintenance.

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.

Corporate Information

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Fleming is the beneficial owner.

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.

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, being persons concerned with pre-diabetes and Type-2 diabetes, 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.

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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.

The 2014 Report estimates 2 of 5 presently healthy 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 concerned with pre-diabetes or Type-2 diabetes including 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.

11 unchanged sentences

Fleming replaces James Hodge the Company's interim Chief Financial Officer.

Hodge will remain the Company's chairman of the board of directors.

Hodge continued as the Company's Chairman of the Board of Directors.

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

2 unchanged sentences

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

On January 6, 2016, the Company executed a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.

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 January 6, 2016, Glucose Health, Inc.

("Company") executed a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.

("Customer") of Bentonville, Arkansas.

On March 8, 2016, the Company received a series of material purchase orders from the Customer pursuant to this Agreement.

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.

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., executed January 6, 2016.

At June 30, 2016, the Company's Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) diabetes nutritional product, is stocked in the "Diabetes Supplies" section of many Walmart pharmacies in all 50 states.

Going Concern

21 unchanged sentences

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

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

There were no cash equivalents as of June 30, 2016 and December 31, 2015.

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

1 unchanged sentence

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

As of March 31, 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.

As of June 30, 2016 and December 31, 2015, the Company had prepaid expenses of $2,130 and $1,282, respectively, comprised of the issuance of unregistered shares of the Company's common stock to consultants.

Recoverability of Long-Lived Assets

11 unchanged sentences

The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities, is the implied fair value of goodwill.

We make critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.

The Company makes critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.

Our cash flow projections look several years into the future and include assumptions on variables such as future sales and operating margin growth rates, economic conditions, market competition, inflation and discount rates.

3 unchanged sentences

Intangible assets with indefinite lives are tested in the third quarter of each fiscal year for impairment, or more often if indicators warrant.

During the three months ended March 31, 2016 and the fiscal year 2015, we recorded no impairment charges related to other intangible assets.

During the three and six months ended June 30, 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.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2016.

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

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.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of June 30, 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

The Company currently has nominal revenues.

Once the Company generates revenues from the sales of our products, the following criteria for revenue recognition will be utilized:

The Company utilizes the following criteria with respect to the recognition of revenue:

Persuasive evidence of an arrangement exists;

17 unchanged sentences

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

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.

At June 30, 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:

first-in, first-out) or market, and includes finished goods.

first-in, first-out) or market, and includes raw materials and finished goods.

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

As of March 31, 2016, the Company had inventory of $8,310.

As of June 30, 2016, the Company had inventory of $8,310 comprised of the Glucose Health Ò Natural Blood Sugar Maintenance Blueberry Tea Mix (45 Servings) product and no inventory of Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60 Servings) as of June 30, 2016.

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.

Recent Issued Accounting Standards

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

NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 3 - STOCKHOLDERS' DEFICIT

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

1 unchanged sentence

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

As of March 31, 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.

As of June 30, 2016 and December 31, 2015, 2,753,232 and 2,451,888 shares of the Company's common stock and 1,000 and 1,000 shares of the Company's Preferred Stock were issued and outstanding, respectively.

Issuances pursuant to Conversions

17 unchanged sentences

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

During June 2016, the Company issued 130,000 shares of common stock to a corporation for conversion of $845 of accrued interest related to a Note.

These shares were valued at $0.0065 per share, the conversion price stated in the Note.

During June 2016, the Company issued 81,250 shares of common stock to a corporation for conversion of $650 of principal balance of a Note.

These shares were valued at $0.008 per share, the conversion price stated in the Note.

Issuances pursuant to Agreements

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.

The agreement began on May 10, 2014 and expires on May 10, 2015.

The consultant will be compensated with 5,000 shares of the Company's common stock.

These shares were issued in July 2014.

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.

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).

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.

During February 2015, the Company issued 70,867 unregistered shares of the Company's common stock as compensation.

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

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

The shares were valued at $1,787.

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

The shares were valued at $22,775.

During June 2015, the Company issued 10,000 unregistered shares of the Company's common stock as compensation.

The shares were valued at $500.

NOTE 4 - NOTES PAYABLE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On January 15, 2016, the Company issued a $3,000 convertible note to a corporation.

6 unchanged sentences

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

On April 1, 2016, the Company issued a $5,000 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 $0.020 per share.

On April 1, 2016, 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 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 $0.020 per share.

On May 1, 2016, the Company issued a $35,000 note to a corporation owned by the Company's CEO.

The loan bears interest at 24% and has a maturity date of September 1, 2016.

On May 18, 2016, the Company issued a $30,000 note to a corporation.

The loan bears interest at 24% per annum and has a maturity date of July 18, 2016.

During the period ended June 30, 2016, the Company combined the principal balances on multiple notes from the two note holders into two single note agreements, one for $169,065 and the second for $112,157.

These transactions were accounted for as a modification of debt, as the interest rate and conversion shares did not change from the original note agreements, therefore, no gain or loss was recognized.

NOTE 5 - INTELLECTUAL PROPERTY

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements