What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2017-03-29 compared with 2016-04-14 · 113 added, 196 removed, 21 unchanged (94% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward Looking Statements

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATMENTS

Some of the statements in this report are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

3 unchanged sentences

However, the Private Securities Litigation Reform Act of 1995 is not available to us as a penny stock issuer and thus we may not rely on the statutory safe harbor from liability for forward-looking statements.

Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with any offering.

Plan of Operation

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.

The Board resolution set the date of record for shareholder approval for January 14, 2014.

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.

Shareholders owning a total of 100,992,469 shares of the Company's common stock voted in favor of the reverse split.

There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record).

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.

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

Fleming was compensated with 300,000 unregistered shares of the Company's common stock.

Additionally, on the same date, 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.

Fleming for 300,000 unregistered shares of the Company's common stock.

On October 1, 2014, Mr.

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.

Following the purchase of the "Glucose Health Natural Blood Sugar Maintenance" product, the Company undertook a series of steps to achieve a final product offering that would be considered efficacious as well as pleasant tasting by our target consumer market and would offer a value proposition relative to our competition in order to be considered for stocking by national and regional pharmacy retailers.

Further, Section 27A(b)(2)(D) of the Securities Act of 1933 and Section 21E(b)(2)(D) of the Securities Exchange Act of 1934 expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with any offering.

We are a manufacturer of dietary supplements formulated to help maintain healthy blood sugar, triglycerides and cholesterol and digestive health and our business focus is serving the consumer market segment of persons concerned about pre-diabetes and/or Type-2 diabetes.

Our principal product is Glucose Health® and we are in the early stages of manufacturing, marketing and distributing this product.

For the period ending December 31, 2016, we generated a gross profit before operating expenses, a loss from operations and a net loss per share.

On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product.

The product concept is a dietary supplement formulated from natural ingredients shown in certain clinical research, such as that published by the National Institutes of Health, National Library of Medicine website (see www.glucosehealth.com/clinical-trials), to have a beneficial impact upon blood glucose, triglyceride and cholesterol levels.

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

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

We believe this CDC Report and other similar research points to a large and growing market of consumers likely concerned with pre-diabetes or Type-2 diabetes, including many of whom are also likely seeking natural products such as Glucose Health® to proactively maintain their good health.

After the purchase of the product, the Company undertook a series of steps to achieve a final product offering that would be considered efficacious as well as pleasant tasting by our target consumer market, being persons concerned with pre-diabetes and Type-2 diabetes, and would offer a value proposition relative to our competition 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.

We retained an attorney specializing in compliance with Food and Drug Administration (FDA) and regulations pertaining to dietary supplements and Federal Trade Commission (FDC) regulations, necessary, in part, to enable our product to be stocked by national pharmacy retailers.

We also undertook several actions to establish and build our Glucose Health® 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.

1 unchanged sentence

While our primary sales and marketing focus is achieving sales to consumers through national and regional pharmacies, secondarily, we intend to also market the product directly to customers via our dedicated product website and through other online marketplaces.

On October 30, 2014, the board of directors of the Company voted to reverse split the Company's common stock on the basis of one share of the Company's common stock for each 50 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares;

to authorize 1,000 shares of preferred stock with "blank check" rights;

and to change the Company's name from Bio-Solutions Corp.

to Glucose Health, Inc.

(the "corporate action").

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.

As of October 31, 2014, the Company obtained written consent in lieu of a meeting of shareholders to authorize the corporate action.

Shareholders owning a total of 30,596,154 shares of the Company's common stock voted in favor of the corporate action.

There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record).

The number of shares of common stock voting in favor of the corporate action was sufficient for approval.

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;

and effecting the change of the Company's name from Bio-Solutions Corp.

to Glucose Health, Inc.

On November 20, 2014, the board of directors voted to designate Series A Special Preferred Shares consisting of 1,000 shares of preferred stock with special voting rights whereby the holder(s) may exercise their right to vote on all shareholder matters representing the number of votes equal to all shares of common stock then issued and outstanding, plus an additional ten thousand (10,000) shares.

Additionally, the board of directors voted to extend an existing consulting contract with the Company's CEO, Murray Fleming, for an additional 12 months, through October 1, 2016, without further compensation, in exchange for the issuance to Mr.

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

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.

On December 15, 2014, the Company submitted its application to OTC Markets Group Inc.

for inclusion in the OTCQB tier of quoted securities.

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.

On January 5, 2015, the Company signed a contract manufacturing agreement for testing, compounding, supply and order fulfillment for the Glucose Health Ò product and additionally a purchasing agreement to distribute the product in a limited number of Northwest Arkansas pharmacies.

On January 7, 2015 the Company announced it has completed implementation of Food and Drug Administration (FDA) Current Good Manufacturing Practices (CGMP).

Recent Developments

On January 5, 2015, the Company signed a contract manufacturing agreement for testing, compounding, supply and order fulfillment for the Glucose Health® product and additionally a purchasing agreement to distribute the product through a limited number of Northwest Arkansas pharmacies.

On January 7, 2015, the Company completed its implementation of Current Good Manufacturing Practices (CGMP).

The Dietary Supplement (DS) CGMP rule in 21 CFR part 111 of the FDA's regulations requires companies which manufacture, package, label, or hold a dietary supplement to establish and follow current good manufacturing practice to ensure the quality of the dietary supplement and to ensure that the dietary supplement is packaged and labeled as specified in the master manufacturing record.

On January 27, 2015 the Company announced the filing of its initial application for trademark protection related to its Glucose Health Ò line of dietary products, with the United States Trademark and Patent Office.

If the Company's application is successful and a trademark is awarded by the USPTO, a legal presumption of the Company's ownership nationwide of "Glucose Health", and the exclusive right to use a trademark on or in connection with all Glucose Health Ò branded products, as set forth in the registration, will exist.

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).

On January 29, 2015, the Company appointed Chandrasekhar Mallangi, Ph.D., as an advisor.

Mallangi earned a Ph.D.

in Food Science from Oregon State University and is an advisor to multinational companies in the development of nutritional products.

Mallangi is the credited inventor and co-inventor for patents 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.

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

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

On February 18, OTC Markets Group Inc.

issued a press release announcing the inclusion of Glucose Health, Inc.

in the OTCQB venture marketplace tier, trading under the symbol GLUC.

On February 24, 2015, the Company announced the completion of the FDA's facility registration procedure.

On May 1, 2015, the Company filed Form 8-A12G registering a class of securities under the Securities Exchange Act of 1934 and became subject to the 1934 Act.

The Company completed the first production run of the product on May 26, 2015 and pursuant to the January 5, 2015 purchasing agreement, the product began to be offered for retail sale through a limited number of Northwest Arkansas pharmacies and additionally, on the Company's product website www.glucosehealth.com.

Fleming replaced James Hodge the Company’s interim Chief Financial Officer.

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 supplements.

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 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 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.

On October 4, 2016, the Company executed a non-recourse receivables financing agreement with Citibank, N.A.

(Citibank) whereby receivables due to the Company are assumed from Wal-Mart Stores Inc.

by Citibank and paid subject to an interest premium based upon LIBOR.

As of December 31, 2016, the Company’s Glucose Health® Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) product is stocked in the "Diabetic Supplies" section of most Walmart pharmacies in all 50 states.

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 principal business strategy for the next twelve months will be to implement marketing and sales initiatives and earn significant revenues from the manufacture and distribution of our Glucose Health® product.

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

Our marketing initiatives will be primarily to support Glucose Health® 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® 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 December 31, 2015 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 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.

Liquidity and Capital Resources.

At December 31, 2015, our total assets were $15,407 consisting of $2,055 cash, $8,370 inventory consisting of 801 units of Glucose Health Ò Daily Blood Sugar Maintenance product, $3,150 accounts receivable and $1,282 prepaid consultant compensation.

This compares to our total assets of $44,030 at December 31, 2014, consisting of $4,871 in cash and $38,859 in prepaid consultant compensation.

At December 31, 2015 our current liabilities totaled $403,226 consisting of $94,920 in accounts payable and accrued expenses, $6,075 for short term loans, $100,829 in related party convertible short-term loans and $201,402 in convertible short-term loans.

This compares to our current liabilities at December 31, 2014 of $324,582 consisting of $154,659 in accounts payable and accrued expenses $7,747 for a short-term loan, $23,927 for a short-term loan from a related party and $138,249 in convertible short-term loans.

We had a working capital deficit for 2015 and 2014 of $388,119 and $280,852, respectively.

We rely upon funding from two private equity firms.

Unless we continue secure additional funding from these firms, or others, of which there can be no assurance, we will not be able to satisfy our ongoing expenses.

At December 31, 2015 and 2014, we had no other liabilities and no long-term commitments or contingencies.

Material Commitments

On April 8, 2014, the Company issued a $21,000 convertible note to a corporation.

The loan bears interest at 8% and has a maturity date of October 8, 2014.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $0.0065 per share.

On May 8, 2014, the Company issued a $21,000 convertible note to a corporation.

The loan bears interest at 8% and has a maturity date of November 8, 2014.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $0.0065 per share.

On May 28, 2014, the Company issued a $10,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of November 28, 2014.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $0.0065 per share.

On June 23, 2014, the Company issued a $10,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of December 23, 2014.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $0.0065 per share.

On July 11, 2014, the Company issued a $10,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of January 11, 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 $0.0065 per share.

On August 4, 2014, the Company issued an $8,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of February 4, 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 $0.0065 per share.

On August 4, 2014, the Company issued an $8,000 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of February 4, 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 $0.0065 per share.

On September 3, 2014, the Company issued a $6,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of March 3, 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 $0.005 per share.

On September 3, 2014, the Company issued a $6,000 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of March 3, 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 $0.005 per share.

On October 1, 2014, the Company issued a $4,625 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of April 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 $0.005 per share.

On October 1, 2014, the Company issued a $4,625 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of April 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 $0.005 per share.

On October 15, 2014, the Company issued a $3,600 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of April 15, 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 $0.004 per share.

On November 4, 2014, the Company issued a $6,850 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of May 4, 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 $0.0025 per share.

On November 4, 2014, the Company issued a $6,850 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of May 4, 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 $0.0025 per share.

On November 8, 2014, the Company issued a $2,962 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of May 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 $0.00475 per share.

On December 1, 2014, the Company issued a $5,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of June 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 $0.09 per share.

On December 1, 2014, 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 June 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 $0.09 per share.

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 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.

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 December 10, 2015, the Company issued a $2,500 convertible note to a company owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of June 10, 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 $0.03 per share.

We also intend to further develop our Glucose Health® product to introduce flavor variations of our proprietary formula and to introduce a variety of packaging options to our target consumer market segment.

Use of Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes.

Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

Actual results may differ from these estimates.

Results of Operations

The following discussion should be read in conjunction with our financial statements included in Item 8 of this annual report.

Results of Operations for the Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

We generated nominal revenues of $4,272 and $2,739 for the years ended December 31, 2015 and 2014, respectively.

The Company's focus for 2016 will be the manufacturing, marketing and distribution of our Glucose Health Ò Daily Blood Sugar Maintenance dietary supplement product.

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

Gross Profit (Loss)

We reported a gross profit (loss) of $397 and ($20,726) for the years ended December 31, 2015 and 2014, respectively.

Included in the gross loss was an impairment to inventory of $20,829 for the year ended December 31, 2014.

Until the Company generates significant revenues, our revenue will continue to be nominal.

We generated revenues of $313,229 and $4,272 for the years ended December 31, 2016 and 2015, respectively.

We hope to fully implement our plan of operations by December 31, 2017 and generate greater revenues, of which there is no assurance.

We reported a gross profit of $19,167 and $397 for the years ended December 31, 2016 and 2015, respectively.

We hope to fully implement our plan of operations by December 31, 2017 and generate greater profits, of which there is no assurance, and retain and invest such profits in expanding our operations.

Operating expenses

For the year ended December 31, 2016, we had total operating expenses of $105,814, as compared to total operating expenses of $156,570 for the year ended December 31, 2015.

The substantial decrease of $367,920 or 70.1%, in our operating expenses between the two periods is primarily due to an approximate $501,000 decrease in professional fees incurred in 2015 and a decrease of approximately $23,490 for other general and administrative expenses compared to 2014.

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

For the year ended December 31, 2015, we had a net loss of $266,064 or $0.14 per share.

In comparison, for the year ended December 31, 2014, we had a net loss of $669,409 or $0.99 per share.

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

The decrease of $50,756 or 32%, in our operating expenses between the two periods is due to continued further reductions in general and administrative expenses and stock based compensation.

We will continue to incur significant legal and accounting expenses related to maintaining our status as a publicly-traded company subject to the Securities Exchange Act of 1934, requiring the filing of periodic reports and audited financial statements with the Securities and Exchange Commission.

For the year ended December 31, 2016, we had a net loss of $410,443 or $0.15 per share with $323,796 of this net loss for the period related to the recording of interest expense and amortization of debt discount, a non-cash adjustment to reconcile net loss to net cash used in operations.

In comparison, for the year ended December 31, 2015, we had a net loss of $266,064 or $0.14 per share with $120,028 of this net loss for the period related to the recording of interest expense and amortization of debt discount, a non-cash adjustment to reconcile net loss to net cash used in operations.

We expect to incur net losses for the foreseeable future as we are in the initial stages of implementing our plan of operations.

Liquidity and Capital Resources

At December 31, 2016, our total assets were $33,145 consisting of $20,542 cash, $0 inventory, $11,724 accounts receivable and $639 prepaid consultant compensation.

This compares to our total assets of $15,407 at December 31, 2015, consisting of $2,055 in cash, $8,370 inventory, $3,150 in accounts receivable and $1,282 in prepaid consultant compensation.

At December 31, 2016, our current liabilities totaled $528,592, consisting of $138,134 in accounts payable and accrued expenses, $35,000 in notes payable, related party, $5,000 in notes payable, $112,157 in convertible notes payable, related party, $164,793 in convertible notes payable and $35,000 in other notes payable.

This compares to our current liabilities at December 31, 2015 of $403,226, consisting of $94,920 in accounts payable and accrued expenses, $6,075 in notes payable, $100,829 in related party convertible notes payable and $201,402 in convertible notes payable.

We had a working capital deficit for 2016 and 2015 of $495,687 and $388,119, respectively.

We continue to rely upon funding from two private firms, one which is beneficially owned by the Company’s CEO, to meet our working capital requirements and continue our operations.

Unless we continue secure additional funding from these firms, or others, of which there can be no assurance, we may not be able to continue our operations.

At December 31, 2016 and 2015, we had no other liabilities and no long-term commitments or contingencies.

Going Concern

Our independent registered public accounting firm has questioned our ability to continue operations as a “going concern.” While we expect to continue to grow our revenues and our gross profits from sales of Glucose Health®, there is no assurance of this occurring, and in the interim as we implement our plan of operations, we will seek to raise funds to meet our working capital needs principally through 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 independent registered public accounting firm believes that substantial doubt exists about our ability to continue operations.

Material Commitments

Notes payable, related party:

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% per annum and has a maturity date of December 31, 2016.

$35,000 remains outstanding as of December 31, 2016.

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.

On July 29, 2016, the loan was repaid in full.

Notes payable:

On September 15, 2016, the Company issued a $5,000 note to a corporation.

The loan bears interest at 12% per annum and is payable on demand.

$5,000 remains outstanding at December 31, 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.

On July 21, 2016, the loan was repaid in full.

Convertible notes payable, related party:

The Company consolidated 18 separate convertible promissory notes of various principal amounts and fixed conversion prices, all bearing 5% interest per annum, issued to a corporation owned by the Company’s CEO during the period from August 4, 2014 through April 1, 2016, into a single convertible promissory note of $112,157, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.011, plus $5,939 accrued interest not subject to additional interest.

The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the corporation owned by the Company’s CEO.

The current net note balance is $112,157.

Convertible notes payable:

The Company consolidated 20 separate convertible promissory notes of various principal amounts and fixed conversion rates, all bearing 5% interest per annum, issued to corporation during the period from August 2, 2013 through April 1, 2016, into a single convertible promissory note of $169,065, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.008, plus $12,516 accrued interest not subject to additional interest.

The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the corporation.

The current net note balance is $164,670.

Other notes payable:

On December 10, 2013, the Company issued a convertible note to an individual.

The loan bears interest at 5% per annum, has a fixed conversion price of $0.015 and a maturity date of June 10, 2014.

$3,000 remains outstanding at December 31, 2016.

On December 10, 2013, the Company issued a convertible note to an individual.

The loan bears interest at 5% per annum, has a fixed conversion price of $0.015 and a maturity date of June 10, 2014.

$5,000 remains outstanding at December 31, 2016.

On June 11, 2013, the Company issued three convertible notes to three corporations.

The loans bear interest at 5% per annum with fixed conversion prices of $0.0065 and maturity dates of August 11, 2013.

$18,377 remains outstanding as of December 31, 2016.

On January 25, 2013, the Company issued a $12,000 note to an individual.

$6,000 remains outstanding at December 31, 2016.

On April 20, 2012, the Company issued a convertible note to an individual.

The loan bears interest at 5% per annum, has a fixed conversion price of $0.009 and a maturity date of October 20, 2012.

$2,500 remains outstanding as of December 31, 2016.

At December 31, 2016, accrued interest on the above notes and convertible notes amounted to $38,631.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

We have no-off balance sheet contractual arrangements, as that term is defined in Item 303(a)(4) of Regulation S-K.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

As a smaller reporting company, we are not required to provide the information required by this Item.

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-K

Item 7. Management’s Discussion and Analysis