What changed in this filing

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Item 2. Management’s Discussion and Analysis

2016-08-22 compared with 2016-05-23 · 93 added, 36 removed, 176 unchanged (42% of the section changed)

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Critical Accounting Policies and Estimates .

Critical Accounting Policy and Estimates.

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

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The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

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 March 31, 2016.

Cash and Cash Equivalents

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

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

There were no cash equivalents as of June 30, 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 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:

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

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 option or warrants.

The Company has not issued any stock options or warrants.

Inventory is stated at the lower of cost (FIFO:

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

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

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.

Glucose Health, Inc.

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Our CUSIP number is 379894108 and trading symbol is GLUC.

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 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 and have generated only nominal revenues since our inception.

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.

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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.

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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.

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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.

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.

Results of Operations

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.

For the three months ended June 30, 2016 as compared to the three months ended June 30, 2015

We generated $295,809 revenues for the three months ended June 30, 2016 compared to nominal revenues for the three months ended June 30, 2015.

The Company's focus for the remainder of 2016 will be to increase sales of its Glucose Health Ò diabetes nutritional beverage products.

Operating Expenses

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.

For the three months ended June 30, 2016, we had total operating expenses of $15,313, as compared to total operating expenses of $42,588 for the three months ended June 30, 2015.

The decrease of $27,275 or 64%, in operating expenses between the periods is primarily due to the Company renegotiating and/or terminating consulting contracts, which resulted in lower operating expenses.

For the three months ended June 30, 2016, after interest expense of $93,402, we had a net loss of $87,370 or $0.03 per share.

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

We expect to continue to incur net losses for the foreseeable future.

For the six months ended June 30, 2016 as compared to the six months ended June 30, 2015

We generated $295,929 of revenue for the six months ended June 30, 2016 compared to nominal revenues for the six months ended June 30, 2015.

The Company's focus for the 2016 will be to increases sales of its Glucose Health Ò diabetes nutritional beverage products.

Operating Expenses

For the six months ended June 30, 2016, we had total operating expenses of $27,648, as compared to total operating expenses of $107,331 for the six months ended June 30, 2015.

The decrease of $79,683 in operating expenses between the periods is primarily due to the Company renegotiating and eliminating consulting agreements.

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

For the six months ended June 30, 2016, after interest expense of $119,301, we had a net loss of $125,544 or $0.05 per share.

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

We expect to continue to incur net losses for the foreseeable future.

Liquidity and Capital Resources

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.

As of June 30, 2016 our current assets totaled $206,809 consisting primarily of $27,773 of cash, $168,346 of accounts receivable and $8,310 of inventory.

Our current liabilities were $423,804 as of June 30, 2016, which was represented by accounts payable and accrued expenses of $195,895, short-term loans of $36,000, and convertible notes payable of $191,909.

We had no other liabilities and no long-term commitments or contingencies as of June 30, 2016.

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.

On January 8, 2015, the Company issued an $8,750 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 an $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 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.

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

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.

Our Plan of Operation for the Next Twelve Months.

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.

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 diabetes nutritional beverage product.

Our sales initiatives will be focused upon securing repeat purchase orders from national and regional pharmacy retailers.

Our marketing initiatives will be primarily focused on supporting Glucose Health Ò such sales through our national and regional partners.

We intend to begin advertising in and sponsoring, various television, radio, print, digital and social media platforms, which align with the interest of persons in our target consumer market segment, in diabetes nutritional beverage products such as Glucose Health Ò .

Secondarily to our primary marketing and sales 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 enhance our Glucose Health Ò diabetes nutritional beverage product offerings by improving our proprietary formula with respect to taste and efficacy;

to introduce new flavors;

and to introduce additional packaging options.

At June 30, 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.

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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