FINANCIAL STATEMENTS
−Removed: The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q and article 10 of Regulation S-X of the U.S.
−Removed: Securities and Exchange Commission (“SEC”).
−Removed: Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
−Removed: In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
−Removed: The results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results of operations for the full year.
−Removed: These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 14, 2016.
GLUCOSE HEALTH, INC.
BALANCE SHEETS
−Removed: September 30,
CURRENT ASSETS
Accounts receivable
−Removed: Due from affiliate
Prepaid expenses
Total current assets
−Removed: Intellectual assets, net of accumulated
−Removed: amortization of $0 and $0, respectively
+Added: Intellectual assets, net of accumulated amortization of $75 and $60, respectively
LIABILITIES AND STOCKHOLDERS' DEFICIT
2 unchanged sentences
Accrued interest
+Added: Notes payable, related party
Notes payable
−Removed: Note payable, related party
−Removed: Convertible notes payable, related parties
+Added: Convertible notes payable, related party
Convertible notes payable
+Added: Other notes payable
Total current liabilities
2 unchanged sentences
STOCKHOLDERS' DEFICIT
−Removed: Preferred stock, $ no par value, 1,000 shares authorized,
−Removed: 1,000 shares issued and outstanding as of
−Removed: September 30, 2016 and December 31, 2015
−Removed: Common stock, $0.001 par value, 200,000,000 shares authorized,
−Removed: 3,029,073 and 2,451,888 shares issued and outstanding as of
−Removed: September 30, 2016 and December 31, 2015, respectively (1)
+Added: Preferred stock, no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016
+Added: Common stock, $0.001 par value, 200,000,000 shares authorized, 3,423,487 and 3,312,273 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
Additional paid in capital
4 unchanged sentences
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
−Removed: ________________
−Removed: (1) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014
−Removed: The accompanying notes are an integral part of these unaudited condensed interim financial statements.
+Added: The accompanying notes are an integral part of these financial statements.
GLUCOSE HEALTH INC.
1 unchanged sentence
THREE MONTHS ENDED
−Removed: NINE MONTHS ENDED
−Removed: SEPTEMBER 30, 2016
−Removed: SEPTEMBER 30, 2015
−Removed: SEPTEMBER 30, 2016
−Removed: SEPTEMBER 30, 2015
COST OF REVENUES
Cost of revenues
−Removed: Total Cost of Revenues
−Removed: GROSS INCOME/(LOSS)
OPERATING EXPENSES
−Removed: Professional fees/stock based compensation
+Added: Professional fees
General and administrative
3 unchanged sentences
Interest income (expense)
−Removed: Gain on forgiveness of accounts payable
Total other expense
−Removed: LOSS BEFORE IMCOME TAXES
+Added: LOSS BEFORE INCOME TAXES
PROVISION FOR (BENEFIT FROM) INCOME TAXES
−Removed: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
−Removed: BASIC AND DILUTED (2)
+Added: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED
NET LOSS PER SHARE - BASIC AND DILUTED
−Removed: ________________
−Removed: (2) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014
−Removed: The accompanying notes are an integral part of these unaudited condensed interim financial statements.
+Added: The accompanying notes are an integral part of these financial statements.
GLUCOSE HEALTH, INC.
STATEMENTS OF CASH FLOWS
−Removed: FOR THE NINE MONTH'S ENDED SEPTEMBER 30,
+Added: FOR THE THREE MONTH'S
+Added: ENDED MARCH 31,
OPERATING ACTIVITIES:
Adjustments to reconcile net loss to net cash used in operating activities:
−Removed: Common stock issued for services
Amortization of note discount
−Removed: Gain on forgiveness of accounts payable
+Added: Amortization of intangible asset
Change in assets and liabilities
6 unchanged sentences
CASH FLOWS FROM INVESTING ACTIVITIES:
−Removed: Increase in due from affilliate
Net cash used in investing activities
1 unchanged sentence
Proceeds from notes and loans payable
−Removed: Payments on notes and loans payable
Net cash provided by financing activities
−Removed: NET INCREASE IN CASH
+Added: NET DECREASE IN CASH
CASH - BEGINNING OF PERIOD
3 unchanged sentences
Conversion of notes payable and accrued interest to common stock
−Removed: Conversion of liability to common stock
−Removed: The accompanying notes are an integral part of these unaudited condensed interim financial statements.
−Removed: GLUCOSE HEALTH, INC.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: The accompanying notes are an integral part of these financial statements.
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
−Removed: The unaudited condensed interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
−Removed: 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.
−Removed: Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
−Removed: It is suggested that these financial statements be read in conjunction with the December 31, 2015 10-K and audited financial statements and the accompanying notes thereto.
−Removed: While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
−Removed: These unaudited financial statements reflect all adjustments, including normal recurring adjustments, which in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
−Removed: Glucose Health, Inc.
−Removed: was incorporated under the laws of the State of Nevada on March 27, 2007.
−Removed: Our principal executive office is located at 609 SW 8th Street, Suite 600, Bentonville, AR 72712 and our telephone number is 479-802-3827.
−Removed: Our corporate website is www.glucosehealthinc.com and our product website is www.glucosehealth.com.
−Removed: Our CUSIP number is 379894108 and trading symbol is GLUC.
−Removed: We are a manufacturer of dietary supplement products and our business focus is serving the consumer market segment of persons concerned with pre-diabetes and Type-2 diabetes.
−Removed: As discussed in greater detail below, our principal product is Glucose Health Ò Daily Blood Sugar Maintenance.
−Removed: We acquired this product in the fourth quarter of 2014 and we are in the early stages of manufacturing, marketing and distributing this product.
−Removed: We have a history of losses.
Corporate Information
We were incorporated under the laws of State of Nevada on March 27, 2007, as Bio-Solutions Corp.
−Removed: 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”).
−Removed: The amendment was filed with the Nevada Secretary of State on October 17, 2012, increasing our authorized capital from 90,000,000 shares of common stock, to 200,000,000 shares of common stock, with a par value of $0.001.
−Removed: 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.
−Removed: The Board resolution set the date of record for shareholder approval for January 14, 2014.
−Removed: 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.
−Removed: Shareholders owning a total of 100,992,469 shares of the Company’s common stock voted in favor of the reverse split.
−Removed: There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record).
−Removed: The number of shares of common stock voting in favor of the reverse split was sufficient for approval.
−Removed: 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.
−Removed: The effective date of the above corporate action was February 26, 2014.
−Removed: 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;
−Removed: to authorize 1,000 shares of preferred stock with “blank check”
−Removed: and to change the Company’s name from Bio-Solutions Corp.
−Removed: to Glucose Health, Inc.
−Removed: (the “corporate action”).
−Removed: 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.
−Removed: As of October 31, 2014, the Company obtained written consent in lieu of a meeting of shareholders to authorize the corporate action.
−Removed: Shareholders owning a total of 30,596,154 shares of the Company’s common stock voted in favor of the corporate action.
−Removed: There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record).
−Removed: The number of shares of common stock voting in favor of the corporate action was sufficient for approval.
−Removed: On November 5, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, with the Nevada Secretary of State effecting, as of November 19, 2014, 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;
−Removed: effecting the authorization of 1,000 shares of preferred stock with “blank check”
−Removed: and effecting the change of the Company’s name from Bio-Solutions Corp.
−Removed: to Glucose Health, Inc.
−Removed: On November 20, 2015, the board of directors voted to designate Series A Special Preferred Shares consisting of 1,000 shares of preferred stock with special voting rights whereby the holder(s) may exercise their right to vote on all shareholder matters representing the number of votes equal to all shares of common stock then issued and outstanding, plus an additional ten thousand (10,000) shares.
−Removed: Additionally, the board of directors voted to extend 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.
−Removed: Fleming, of the 1,000 Series A Special Preferred Shares.
−Removed: A Certificate of Designation for the Series A Special Preferred Shares was filed with the Nevada Secretary of State and effective on December 1, 2014.
−Removed: From inception through September 25, 2011, we were a manufacturer of a pre-mix anti-oxidant for chicken integrators containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil.
−Removed: We were also a distributor of a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti).
−Removed: We were not successful in these business endeavors.
−Removed: On September 26, 2011, we acquired the “Type2 Defense”
−Removed: product together with all intellectual property associated therewith.
−Removed: Upon the acquisition of Type2 Defense, we discontinued our former operations and wrote off all inventories attributable to our former operations.
−Removed: Type2 Defense is a dietary supplement made from natural ingredients formulated to support healthy glucose levels and targeted to consumers concerned about Type-2 and pre-diabetes.
−Removed: The first production run of the Company’s Type2 Defense product was completed in June 2013.
−Removed: On July 8, 2013, the Company announced the product was available for on-line sales on Amazon.com.
−Removed: On July 9, 2013, the Company announced the product was available for on-line sales via the www.Type2Defense.com website.
−Removed: Subsequently, the Company encountered significant management, operational and financial challenges resulting in poor product sales and inadequate inventory control.
−Removed: As a consequence, the Company generated only nominal revenues in the fiscal year ended December 31, 2013 and the Company elected to declare the $200,000 intellectual property for Type2 Defense, recorded as other intangible assets, as impaired at December 31, 2013.
−Removed: On April 8, 2014, the Company appointed James Hodge chairman of the Company’s board of directors.
−Removed: On April 8, 2014, in a special meeting of the board of directors, the board voted in favor of amending the Company’s bylaws to decrease the number of members of the board of directors from three to one.
−Removed: The previous board members agreed to resign from the board and accept other duties for the Company.
−Removed: On April 21, 2014, the Company appointed Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer.
−Removed: In addition, Peggy Knight was appointed Chief Marketing Officer.
−Removed: On July 22, 2014, Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer, resigned from the Company.
−Removed: James Hodge, chairman of the board of directors was appointed interim Chief Executive Officer and Chief Financial Officer.
−Removed: Our Current Business
−Removed: On October 1, 2014, Murray Fleming was appointed the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015.
−Removed: Additionally, on October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance”
−Removed: product from a company of which Mr.
−Removed: Fleming is the beneficial owner.
−Removed: 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.
−Removed: To assist in achieving our final product objectives, we retained a former head of beverage product development at Nestle.
−Removed: We retained an attorney specializing in compliance with Food and Drug Administration (FDA) 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.
−Removed: We also undertook a number of actions to establish and build our Glucose Health Ò brand.
−Removed: 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.
−Removed: The Company filed for and received trademark protection for Glucose Health Ò with the United States Trademark and Patent Office (USPTO).
−Removed: 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.
−Removed: Glucose Health Ò is a dietary supplement formulated from nine natural ingredients shown in certain clinical research such as that published on 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.
−Removed: The Centers for Disease Control and Prevention (CDC) publishes a National Diabetes Statistics Report annually.
−Removed: The 2014 Report estimates 2 of 5 presently healthy Americans will develop Type-2 diabetes in their lifetime.
−Removed: We believe the 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 like Glucose Health Ò in order to proactively maintain their good health.
−Removed: 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.
−Removed: Fleming, of 1,000 Series A Special Preferred Shares.
−Removed: On December 31, 2014, the Company elected to write-off its inventory of Type2 Defense product to -0- and cease manufacturing and sales activities related to the product.
−Removed: 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 through a limited number of Northwest Arkansas pharmacies.
−Removed: On January 7, 2015, the Company completed its implementation of Current Good Manufacturing Practices (CGMP).
−Removed: 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.
−Removed: On January 26, 2015, the Company filed an initial application for trademark protection with the United States Trademark and Patent Office (USPTO).
−Removed: On January 29, 2015, the Company appointed Chandrasekhar Mallangi, Ph.D., as an advisor.
−Removed: Mallangi earned a Ph.D.
−Removed: in Food Science from Oregon State University and is an advisor to multinational companies in the development of nutritional products.
−Removed: Mallangi is the credited inventor and co-inventor for patents in the area of food nutrition, awarded by the USPTO to subsidiaries of Nestle, SA of Vevey, Switzerland.
−Removed: On February 10, 2015, Murray Fleming, the Company’s Chief Executive Officer was appointed the Company’s Chief Financial Officer.
−Removed: Fleming replaced James Hodge the Company’s interim Chief Financial Officer.
−Removed: Hodge continued as the Company’s Chairman of the Board of Directors.
−Removed: On February 24, 2015, the Company completed FDA facility registration, a compliance procedure for manufacturers of dietary supplements.
−Removed: 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.
−Removed: 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”
−Removed: was accepted to the Supplemental Register (Reg.
−Removed: 4,770,720) with first use recognized by the USPTO as of February 1, 2015.
−Removed: On January 6, 2016, the Company executed a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.
−Removed: On January 27, 2016 the Company notified OTC Markets, Inc.
−Removed: of its intention to not renew its OTCQB service.
−Removed: The Company filed Form 8-A12G in fiscal 2015 registering a class of securities under the 1934 Securities Exchange Act.
−Removed: 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.
−Removed: 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.
−Removed: On February 5, 2016, James Hodge resigned from the Board of Directors.
−Removed: 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.
−Removed: At September 30, 2016, the Company’s Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) product is stocked in the "Diabetic Supplies" section of many Walmart pharmacies in all 50 states.
−Removed: Going Concern
−Removed: These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
−Removed: The Company has not generated significant revenues since inception and has generated losses totaling $6,123,557 since inception and needs to continue to raise additional capital to carry out its business plan.
−Removed: The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary operating capital to continue operations of which there is no assurance.
−Removed: The Company has little operating history to date.
−Removed: These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
−Removed: These factors an others raise substantial doubt regarding the ability of the Company to continue as a going concern.
−Removed: The Company estimates it will need a total of $30,000 in capital to continue its operations through the end of 2016.
−Removed: Besides generating revenues from current operations, the Company may need to raise additional capital to expand operations in order to achieve profitability.
−Removed: Such capital may not be raised on terms favorable to the Company, if at all.
−Removed: If adequate capital cannot be raised outside of the Company, the Company’s officer and director may need to provide capital to sustain operations.
−Removed: There is no assurance the Company’s officer and director will provide such capital on terms favorable to the Company, or at all.
+Added: Our current authorized common shares are 200,000,000 and 1000 Series A Special Preferred Shares 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.
+Added: As of March 31, 2017, 3,423,487 of the Company’s common stock and 1,000 shares of the Company’s preferred stock were issued and outstanding.
+Added: On October 30, 2014, we changed our name to Glucose Health, Inc.
+Added: Our business is the manufacturing and distribution of Glucose Health® Daily Blood Sugar Maintenance.
+Added: Glucose Health® is a dietary supplement in the form of a sweet tea mix formulated from nine 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 and regular digestive health.
+Added: As of March 31, 2017, 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.
+Added: Basis of Presentation
+Added: The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”).
+Added: Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements.
+Added: 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.
+Added: The results for the three months ended March 31, 2017 are not necessarily indicative of the results of operations for the full year.
+Added: These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 29, 2017.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
−Removed: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
−Removed: Actual results could differ from those estimates.
−Removed: The Company provides estimates for its common stock valuations, inventory reserves, and valuation allowances for deferred taxes.
+Added: 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.
+Added: On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes.
+Added: Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.
+Added: Actual results may differ from these estimates.
Comprehensive Income (Loss)
−Removed: The Company adopted ASC 220-10, “Reporting Comprehensive Income.”
−Removed: ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.
+Added: The Company adopted ASC 220-10, “Reporting Comprehensive Income.” ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.
Cash Flow Reporting
−Removed: The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
+Added: The Company follows ASC 230, Statement of Cash Flows, for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
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.
−Removed: There were no cash equivalents as of September 30, 2016 and December 31, 2015.
+Added: There were no cash equivalents as of March 31, 2017.
The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
Accounts Receivable
−Removed: Accounts receivable consist of billed and uncollected sales of products.
−Removed: The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends.
−Removed: Based on management’s review of accounts receivable, no allowance for doubtful accounts is considered necessary at September 30, 2016 or December 31, 2015.
−Removed: The Company does not charge significant amounts of interest on past due receivables.
+Added: Accounts receivable consists of invoiced and unpaid product sales.
+Added: The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends.
+Added: During the period ended March 31, 2017, we recorded no allowances for doubtful accounts based upon management’s review of accounts receivable.
+Added: On October 4, 2016, the Company executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the Company are assumed from Wal-Mart Stores Inc.
+Added: by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the Company’s Supplier Agreement with Wal-Mart Stores Inc., subject to a fixed interest premium based upon LIBOR.
Prepaid Expenses
−Removed: The Company considers all items incurred for future service to be prepaid expenses.
−Removed: As of September 30, 2016 and December 31, 2015, the Company had prepaid expenses of $1,613 and $1,282, respectively, comprised of the issuance of unregistered shares of the Company’s common stock to consultants.
+Added: The Company considers all items incurred for future services to be prepaid expenses.
Recoverability of Long-Lived Assets
The Company reviews its long-lived assets on a periodic basis, namely intellectual property, whenever events and changes in circumstances have occurred which may indicate a possible impairment.
−Removed: The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis.
+Added: The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis.
If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.
2 unchanged sentences
Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.
−Removed: When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill.
−Removed: The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’
+Added: When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill.
+Added: The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data.
If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount.
−Removed: In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values.
+Added: In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all the other assets and liabilities of that unit based on their fair values.
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.
−Removed: The Company makes critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.
+Added: We make 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.
−Removed: During the three and nine months ended September 30, 2016 and the fiscal year ended December 31, 2015 we recorded no impairment charges related to other intangible assets.
+Added: During the period ended March 31, 2017, we recorded no impairment charges related to other intangible assets.
Fair Value of Financial Instruments
2 unchanged sentences
ASC 820, Fair Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
−Removed: ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
+Added: ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
6 unchanged sentences
Inputs that are both significant to the fair value measurement and unobservable.
−Removed: Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016.
+Added: Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017.
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
7 unchanged sentences
Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
−Removed: The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”
−Removed: (“ASC 740-10”).
−Removed: This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not”
−Removed: ASC 740-10 is effective for fiscal years beginning after December 15, 2006.
−Removed: Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of September 30, 2016, no additional accrual for income taxes is necessary.
−Removed: 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.
+Added: The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”).
+Added: This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach.
+Added: The Company has adopted ASC 740-10 for 2016, and evaluates its tax positions on an annual basis, and as of December 31, 2016, no additional accrual for income taxes is necessary.
+Added: 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.
The Company has not recorded any interest or penalties since its inception.
The Company is required to file income tax returns in the U.S.
−Removed: federal tax jurisdiction and in various state tax jurisdictions.
−Removed: The tax years for 2010 to 2015 remain open for examination by federal and/or state tax jurisdictions.
+Added: federal tax jurisdiction and in various state tax jurisdictions and tax years 2013, 2014 and 2015 remain open for examination by federal and/or state tax jurisdictions.
The Company is currently not under examination by any other tax jurisdictions for any tax year.
Revenue Recognition
−Removed: The Company utilizes the following criteria with respect to the recognition of revenue:
−Removed: Persuasive evidence of an arrangement exists;
−Removed: delivery has occurred or services have been rendered;
−Removed: the seller’s price to the buyer is fixed or determinable, and
−Removed: collectability is reasonably assured.
+Added: In accordance with Securities and Exchange Commission Staff Accounting Bulletin (SAB) No.
+Added: 104, Revenue Recognition , (codified in ASC 605) the Company recognizes revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or determinable, and (iv) collectability of the sales revenues is reasonably assured.
+Added: Customer Concentration
+Added: The Company generates most of its revenues from sales to a single customer, Wal-Mart Stores, Inc.
+Added: which accounted for approximately 100% of total revenues for the period ended March 31, 2017.
+Added: Advertising Costs
+Added: The costs of advertising are expensed as incurred.
+Added: Advertising expense was $4,602 and $0 for the three months ended March 31, 2017 and 2016.
Share Based Compensation
−Removed: The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.
+Added: The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.
The Company issues restricted stock to employees for their services.
2 unchanged sentences
The Company also issues restricted stock to consultants for various services.
−Removed: Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
+Added: Costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
The value of the common stock is measured at the earlier of (i) the date at which a firm commitment only if there is sufficient disincentive to ensure performance or (ii) the date at which the counterparty's performance is complete.
6 unchanged sentences
Except as noted below, the Company has not issued any options or warrants to date.
−Removed: At September 30, 2016, 38,024,563 unregistered shares of the Company’s common stock are issuable upon conversion of all outstanding balances of convertible notes payable if such balances are not repaid in cash.
+Added: At March 31, 2017, the total shares issuable upon conversion of convertible notes payable would be approximately 37,893,048 shares of the Company’s common stock.
Inventory is stated at the lower of cost (FIFO:
−Removed: first-in, first-out) or market, and includes raw materials and finished goods.
+Added: first-in, first-out) or market, and includes finished goods.
The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs.
−Removed: As of September 30, 2016, the Company had inventory of $6,418 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).
−Removed: All Glucose Health Ò products are affixed with a production lot number and “Best Before”
−Removed: date of 24 months following production.
−Removed: The Company currently sees no trends that would render its current inventory obsolete prior to its “Best Before”
−Removed: Recent Issued Accounting Standards
−Removed: There were updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
−Removed: NOTE 3 - STOCKHOLDERS’
−Removed: At inception, the Company authorized 75,000,000 shares of common stock with par value of $0.001.
−Removed: In June 2010, our authorized common shares were increased to 90,000,000.
−Removed: In October 2012, our authorized common shares were increased to 200,000,000.
−Removed: In November 2014, the Company established 1000 shares of Preferred Stock.
−Removed: As of September 30, 2016 and December 31, 2015, 3,029,073 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.
+Added: As of March 31, 2017, the Company had inventory of $0, with no allowance for obsolescence.
+Added: Recently Issued Accounting Standards Not Yet Adopted
+Added: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition.
+Added: This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
+Added: This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
+Added: This guidance can be adopted either retrospectively to each prior reporting period presented, or retrospectively with a cumulative-effect adjustment recognized as of the date of adoption.
+Added: The original effective date of this guidance for public entities was for annual reporting periods beginning after December 15, 2016.
+Added: In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), to defer the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
+Added: A reporting entity may choose to early adopt the guidance as of the original effective date.
+Added: We do not anticipate early adoption, and are currently evaluating the impact on our financial statements upon the adoption of this guidance.
+Added: NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: As of March 31, 2017, 3,423,487 of the Company’s common stock and 1,000 shares of the Company’s preferred stock were issued and outstanding.
Issuances pursuant to conversions
−Removed: During January 2015, the Company issued 58,092 unregistered shares of common stock to a corporation for conversion of $250 principal and $40 accrued interest related to a Note.
−Removed: These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
−Removed: During February 2015, the Company issued 177,072 unregistered shares of common stock to a corporation for conversion of $886 in principal and accrued interest related to a Note.
−Removed: These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
−Removed: During March 2015, the Company issued 162,264 shares of unregistered common stock to a corporation for conversion of $541 in principal and accrued interest related to a Note.
−Removed: These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
−Removed: During April 2015, the Company issued 86,882 unregistered shares of common stock to a corporation for conversion of $400 principal and $40 accrued interest related to Note.
−Removed: These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
−Removed: During June 2015, the Company issued 87,564 shares of unregistered common stock to a corporation for conversion of $400 principal and $38 accrued interest related to a Note.
−Removed: These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
−Removed: During September 2015, the Company issued 88,438 unregistered shares of common stock to a corporation for conversion of $400 principal and $42 accrued interest related to a Note.
−Removed: These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
−Removed: During November 2015, the Company issued 89,020 unregistered shares of common stock to a corporation for conversion of $400 principal and $45 accrued interest related to a Note.
−Removed: These unregistered shares were valued at $0.004 per share, the fixed conversion price stated in the Note.
−Removed: During December 2015, the Company issued 111,864 unregistered shares of common stock to a corporation for conversion of $500 principal and $59 accrued interest related to a Note.
−Removed: These unregistered shares were valued at $0.07 per share, the fixed conversion price stated in the Note.
During February 2016, the Company issued 90,094 unregistered shares of common stock to a corporation for conversion of $400 principal and $51 accrued interest related to a Note.
8 unchanged sentences
These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.
−Removed: At September 30, 2016, 38,024,563 unregistered shares of the Company’s common stock are issuable upon conversion of all outstanding balances of convertible notes payable if such balances are not repaid in cash.
+Added: During October 2016, the Company issued 134,881 unregistered shares of common stock to a corporation for conversion of $1,050 principal and $29 accrued interest related to a Note.
+Added: These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.
+Added: During November 2016, the Company issued 148,319 unregistered shares of common stock to a corporation for conversion of $1,150 principal and $37 accrued interest related to a Note.
+Added: These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.
+Added: During March 2017, the Company issued 111,214 unregistered shares of common stock to a corporation for conversion of $850 principal and $40 accrued interest related to a Note.
+Added: These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.
Issuances pursuant to agreements
−Removed: During February 2015, the Company issued 70,867 unregistered shares of the Company’s common stock as compensation.
−Removed: The shares were valued at $6,000.
−Removed: During April 2015, the Company issued 50,000 unregistered shares of the Company’s common stock in final settlement of a consulting agreement.
−Removed: The shares were valued at $1,787.
−Removed: During May 2015, the Company issued 100,000 unregistered shares of the Company’s common stock in final settlement of an outstanding debt.
−Removed: The shares were valued at $22,775.
−Removed: During June 2015, the Company issued 10,000 unregistered shares of the Company’s common stock as compensation.
−Removed: The shares were valued at $500.
−Removed: During July 2016, the Company issued 25,000 unregistered shares of the Company’s common stock as compensation.
+Added: During July 2016, the Company issued 25,000 unregistered shares of the Company’s common stock as compensation.
The shares were valued at $1,875.
NOTE 4 – NOTES PAYABLE
−Removed: Notes Payable, Related Parties:
−Removed: On May 1, 2016, the Company issued a $35,000 note to a corporation owned by the Company’s CEO.
+Added: Notes payable, related party:
+Added: 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.
−Removed: $35,000 remains outstanding as of September 30, 2016.
+Added: $35,000 remains outstanding as of March 31, 2017.
On March 11, 2016, the Company issued a $35,000 note to a corporation owned by the Company's CEO.
4 unchanged sentences
The loan bears interest at 12% per annum and is payable on demand.
−Removed: $5,000 remains outstanding at September 30, 2016.
−Removed: Convertible Notes Payable, Related Parties:
−Removed: During the period from August 4, 2014 through and including April 1, 2016, the Company consolidated 18 separate convertible promissory notes in various principal amounts aggregating to a total of $112,157 bearing 5% interest per annum and $5,939 accrued interest not subject to additional interest and a pro-rata fixed conversion price of $0.011 in favor of a corporation owned by the Company’s CEO.
−Removed: The consolidation was for the purpose of administrative simplification and no inducement or benefit was given to the corporation owned by the Company’s CEO.
−Removed: The current net note balance is $74,772, net of discount of $37,385.
+Added: $5,000 remains outstanding at March 31, 2017.
+Added: Convertible notes payable, related party
+Added: 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.
+Added: 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.
+Added: The current net note balance is $112,157.
Convertible notes payable:
−Removed: During the period from August 2, 2013 through and including April 1, 2016, the Company consolidated 20 separate convertible promissory notes in various principal amounts aggregating to a total of $169,065 bearing 5% interest per annum and $12,516 accrued interest not subject to additional interest and a pro-rata fixed conversion price of $0.008 in favor of a corporation.
−Removed: The consolidation was for the purpose of administrative simplification and no inducement or benefit was given to the corporation.
−Removed: The current net note balance is $110,760, net of discount of $56,355.
−Removed: On May 18, 2016, the Company issued a $30,000 note to a corporation.
−Removed: The loan bears interest at 24% per annum and has a maturity date of July 18, 2016.
−Removed: On July 21, 2016, the loan was repaid in full.
+Added: The Company consolidated 20 separate convertible promissory notes of various principal amounts and fixed conversion prices, 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.
+Added: The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the corporation.
+Added: The current net note balance is $163,820.
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.
−Removed: $3,000 remains outstanding at September 30, 2016.
+Added: $3,000 remains outstanding at March 31, 2017.
+Added: 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.
−Removed: $5,000 remains outstanding at September 30, 2016.
+Added: $5,000 remains outstanding at March 31, 2017.
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.
−Removed: $18,377 remains outstanding as of September 30, 2016.
−Removed: On January 25, 2013, the Company issued a $12,000 note to an individual bearing interest of 5% per annum but later modified by agreement to forgive interest and provide a fixed conversion price of $0.50.
−Removed: $6,000 remains outstanding at September 30, 2016.
+Added: $18,377 remains outstanding at March 31, 2017.
+Added: On January 25, 2013, the Company issued a $12,000 note to an individual.
+Added: $6,000 remains outstanding at March 31, 2017.
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.
−Removed: $2,500 remains outstanding as of September 30, 2016.
−Removed: At September 30, 2016, accrued interest on all of above notes and convertible notes payable amounted to $33,081.
+Added: $2,500 remains outstanding at March 31, 2017.
+Added: At March 31, 2017, accrued interest on all notes and convertible notes amounted to $39,164.
NOTE 5 - INTELLECTUAL PROPERTY
1 unchanged sentence
The shares were recorded at their par value of $0.001 per share or $300, valued at the nominal historical cost of the related party seller.
+Added: All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $225 net of $75 of accumulated amortization.
+Added: NOTE 6 – COMMITMENTS & CONTINGENCIES
+Added: From time to time, we may be involved in litigation in the ordinary course of business.
+Added: We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.
+Added: Operating Agreements
+Added: On January 8, 2016, we signed a Supplier Agreement with Wal-Mart Stores Inc.
+Added: of Bentonville AR.
+Added: On January 25, 2016, we signed a Contract Manufacturing Agreement with Natural Solution Labs of Gravette, AR.
+Added: On February 3, 2016, we signed a Product Liability Insurance Agreement with Western Heritage Insurance.
+Added: On April 12, 2016, we signed a Warehousing/Logistics agreement with RR/NWA Logistics of Rogers, AR.
NOTE 7 - SUBSEQUENT EVENTS
−Removed: On October 4, 2016, the Company confirmed its entry into a receivables financing agreement with Citibank, N.A.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operation
−Removed: Some of the statements in this report are “forward-looking statements.”
−Removed: 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.
−Removed: The words “believe,”
−Removed: “expect,”
−Removed: “anticipate,”
−Removed: “intend,”
−Removed: “plan,”
−Removed: and similar expressions identify forward-looking statements.
−Removed: We caution you not to place undue reliance on these forward-looking statements.
−Removed: We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this report to reflect any future or developments.
−Removed: 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.
−Removed: 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.
−Removed: Critical Accounting Policies and Estimates .
−Removed: Critical Accounting Policy and Estimates.
−Removed: 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.
−Removed: The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation.
−Removed: Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
−Removed: Actual results may differ from these estimates under different assumptions or conditions.
−Removed: 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.
−Removed: 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 April 14, 2016.
−Removed: 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, 2016.
−Removed: Cash and Cash Equivalents
−Removed: The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
−Removed: There were no cash equivalents as of September 30, 2016 and December 31, 2015.
−Removed: The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
−Removed: Recoverability of Long-Lived Assets
−Removed: The Company reviews their long-lived assets on a periodic basis, namely intellectual property, whenever events and changes in circumstances have occurred which may indicate a possible impairment.
−Removed: The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis.
−Removed: If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.
−Removed: Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.
−Removed: The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
−Removed: Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.
−Removed: When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill.
−Removed: The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’
−Removed: If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.
−Removed: The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount.
−Removed: In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values.
−Removed: 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.
−Removed: We make critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets.
−Removed: 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.
−Removed: A 10% decrease in the estimated discounted cash flows for the reporting units tested would result in impairment that is not material to our results of operations.
−Removed: A 1.0 percentage point increase in the discount rate used would also result in impairment that is not material to our results of operations.
−Removed: We amortize the cost of other intangible assets over their estimated useful lives, which range up to ten years, unless such lives are deemed indefinite.
−Removed: Intangible assets with indefinite lives are tested in the third quarter of each fiscal year for impairment, or more often if indicators warrant.
−Removed: Fair Value of Financial Instruments
−Removed: The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.
−Removed: The Company does not utilize derivative instruments.
−Removed: Beneficial Conversion Features
−Removed: ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash.
−Removed: ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible.
−Removed: This amount is recorded as a debt discount and amortized over the life of the debt.
−Removed: ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.
−Removed: Revenue Recognition
−Removed: The Company utilizes the following criteria with respect to the recognition of revenue:
−Removed: 1) Persuasive evidence of an arrangement exists;
−Removed: 2) delivery has occurred or services have been rendered;
−Removed: 3) the seller’s price to the buyer is fixed or determinable, and
−Removed: 4) collectability is reasonably assured.
−Removed: Share Based Compensation
−Removed: The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.
−Removed: 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.
−Removed: The Company has not issued any stock options or warrants.
−Removed: Inventory is stated at the lower of cost (FIFO:
−Removed: first-in, first-out) or market, and includes raw materials and finished goods.
−Removed: The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs.
−Removed: As of September 30, 2016, the Company had inventory of $6,418 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).
−Removed: All Glucose Health Ò products are affixed with a production lot number and “Best Before”
−Removed: date of 24 months following production.
−Removed: The Company currently sees no trends that would render its current inventory obsolete prior to its “Best Before”
−Removed: Glucose Health, Inc.
−Removed: was incorporated under the laws of the State of Nevada on March 27, 2007.
−Removed: Our principal executive office is located at 609 SW 8th Street, Suite 600, Bentonville, AR 72712 and our telephone number is 479-802-3827.
−Removed: Our corporate website is www.glucosehealthinc.com and our product website is www.glucosehealth.com.
−Removed: Our CUSIP number is 379894108 and trading symbol is GLUC.
−Removed: We are a manufacturer of dietary supplement products and our business focus is serving the consumer market segment of persons concerned with pre-diabetes and Type-2 diabetes.
−Removed: As discussed in greater detail below, our principal product is Glucose Health Ò Daily Blood Sugar Maintenance.
−Removed: We acquired this product in fourth quarter of 2014 and we are in the early stages of manufacturing, marketing and distributing this product.
−Removed: We have a history of losses.
−Removed: Corporate Information
−Removed: We were incorporated under the laws of State of Nevada on March 27, 2007, as Bio-Solutions Corp.
−Removed: 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”).
−Removed: The amendment was filed with the Nevada Secretary of State on October 17, 2012, increasing our authorized capital from 90,000,000 shares of common stock, to 200,000,000 shares of common stock, with a par value of $0.001.
−Removed: 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.
−Removed: The Board resolution set the date of record for shareholder approval for January 14, 2014.
−Removed: 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.
−Removed: Shareholders owning a total of 100,992,469 shares of the Company’s common stock voted in favor of the reverse split.
−Removed: There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record).
−Removed: The number of shares of common stock voting in favor of the reverse split was sufficient for approval.
−Removed: 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.
−Removed: The effective date of the above corporate action was February 26, 2014.
−Removed: 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;
−Removed: to authorize 1,000 shares of preferred stock with “blank check”
−Removed: and to change the Company’s name from Bio-Solutions Corp.
−Removed: to Glucose Health, Inc.
−Removed: (the “corporate action”).
−Removed: 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.
−Removed: As of October 31, 2014, the Company obtained written consent in lieu of a meeting of shareholders to authorize the corporate action.
−Removed: Shareholders owning a total of 30,596,154 shares of the Company’s common stock voted in favor of the corporate action.
−Removed: There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record).
−Removed: The number of shares of common stock voting in favor of the corporate action was sufficient for approval.
−Removed: On November 5, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, with the Nevada Secretary of State effecting, as of November 19, 2014, 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;
−Removed: effecting the authorization of 1,000 shares of preferred stock with “blank check”
−Removed: and effecting the change of the Company’s name from Bio-Solutions Corp.
−Removed: to Glucose Health, Inc.
−Removed: On November 20, 2015, the board of directors voted to designate Series A Special Preferred Shares consisting of 1,000 shares of preferred stock with special voting rights whereby the holder(s) may exercise their right to vote on all shareholder matters representing the number of votes equal to all shares of common stock then issued and outstanding, plus an additional ten thousand (10,000) shares.
−Removed: Additionally, the board of directors voted to extend 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.
−Removed: Fleming, of the 1,000 Series A Special Preferred Shares.
−Removed: A Certificate of Designation for the Series A Special Preferred Shares was filed with the Nevada Secretary of State and effective on December 1, 2014.
−Removed: From inception through September 25, 2011, we were a manufacturer of a pre-mix anti-oxidant for chicken integrators containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil.
−Removed: We were also a distributor of a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti).
−Removed: We were not successful in these business endeavors.
−Removed: On September 26, 2011, we acquired the “Type2 Defense”
−Removed: product together with all intellectual property associated therewith.
−Removed: Upon the acquisition of Type2 Defense, we discontinued our former operations and wrote off all inventories attributable to our former operations.
−Removed: Type2 Defense is a dietary supplement made from natural ingredients formulated to support healthy glucose levels and targeted to consumers concerned about Type-2 and pre-diabetes.
−Removed: The first production run of the Company’s Type2 Defense product was completed in June 2013.
−Removed: On July 8, 2013, the Company announced the product was available for on-line sales on Amazon.com.
−Removed: On July 9, 2013, the Company announced the product was available for on-line sales via the www.Type2Defense.com website.
−Removed: Subsequently, the Company encountered significant management, operational and financial challenges resulting in poor product sales and inadequate inventory control.
−Removed: As a consequence, the Company generated only nominal revenues in the fiscal year ended December 31, 2013 and the Company elected to declare the $200,000 intellectual property for Type2 Defense, recorded as other intangible assets, as impaired at December 31, 2013.
−Removed: On April 8, 2014, the Company appointed James Hodge chairman of the Company’s board of directors.
−Removed: On April 8, 2014, in a special meeting of the board of directors, the board voted in favor of amending the Company’s bylaws to decrease the number of members of the board of directors from three to one.
−Removed: The previous board members agreed to resign from the board and accept other duties for the Company.
−Removed: On April 21, 2014, the Company appointed Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer.
−Removed: In addition, Peggy Knight was appointed Chief Marketing Officer.
−Removed: On July 22, 2014, Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer, resigned from the Company.
−Removed: James Hodge, chairman of the board of directors was appointed interim Chief Executive Officer and Chief Financial Officer.
−Removed: Our Current Business
−Removed: On October 1, 2014, Murray Fleming was appointed the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015.
−Removed: Additionally, on October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance”
−Removed: product from a company of which Mr.
−Removed: Fleming is the beneficial owner.
−Removed: 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.
−Removed: To assist in achieving our final product objectives, we retained a former head of beverage product development at Nestle.
−Removed: We retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations pertaining to dietary supplements and Federal Trade Commission (FTC) regulations, necessary, in part, to allow our product to be stocked by national pharmacy retailers.
−Removed: We also undertook a number of actions to establish and build our Glucose Health Ò brand.
−Removed: 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.
−Removed: The Company filed for and received trademark protection for Glucose Health Ò with the United States Trademark and Patent Office (USPTO).
−Removed: 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.
−Removed: Glucose Health Ò is a dietary supplement formulated from nine natural ingredients shown in certain clinical research such as that published on 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.
−Removed: The Centers for Disease Control and Prevention (CDC) publishes a National Diabetes Statistics Report annually.
−Removed: The 2014 Report estimates 2 of 5 presently healthy Americans will develop Type-2 diabetes in their lifetime.
−Removed: We believe the 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 likely seeking natural products like Glucose Health Ò in order to proactively maintain their good health.
−Removed: 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.
−Removed: Fleming, of 1,000 Series A Special Preferred Shares.
−Removed: On December 31, 2014, the Company elected to write-off its inventory of Type2 Defense product to -0- and cease manufacturing and sales activities related to the product.
−Removed: 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 through a limited number of Northwest Arkansas pharmacies.
−Removed: On January 7, 2015, the Company completed its implementation of Current Good Manufacturing Practices (CGMP).
−Removed: 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.
−Removed: On January 26, 2015, the Company filed an initial application for trademark protection with the United States Trademark and Patent Office (USPTO).
−Removed: On January 29, 2015, the Company appointed Chandrasekhar Mallangi, Ph.D., as an advisor.
−Removed: Mallangi earned a Ph.D.
−Removed: in Food Science from Oregon State University and is an advisor to multinational companies in the development of nutritional products.
−Removed: Mallangi is the credited inventor and co-inventor for patents in the area of food nutrition, awarded by the USPTO to subsidiaries of Nestle, SA of Vevey, Switzerland.
−Removed: On February 10, 2015, Murray Fleming, the Company’s Chief Executive Officer was appointed the Company’s Chief Financial Officer.
−Removed: Fleming replaced James Hodge the Company’s interim Chief Financial Officer.
−Removed: Hodge continued as the Company’s Chairman of the Board of Directors.
−Removed: On February 24, 2015, the Company completed FDA facility registration, a compliance procedure for manufacturers of dietary supplements.
−Removed: 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.
−Removed: 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”
−Removed: was accepted to the Supplemental Register (Reg.
−Removed: 4,770,720) with first use recognized by the USPTO as of February 1, 2015.
−Removed: On January 6, 2016, the Company executed a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.
−Removed: On January 27, 2016 the Company notified OTC Markets, Inc.
−Removed: of its intention to not renew its OTCQB service.
−Removed: The Company filed Form 8-A12G in fiscal 2015 registering a class of securities under the 1934 Securities Exchange Act.
−Removed: 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.
−Removed: 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.
−Removed: On February 5, 2016, James Hodge resigned from the Board of Directors.
−Removed: On March 8, 2016, the Company received a series of material purchase orders pursuant to a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc., executed January 6, 2016.
−Removed: At September 30, 2016, the Company’s Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) product is stocked in the "Diabetic Supplies" section of many Walmart pharmacies in all 50 states.
−Removed: Results of Operations
−Removed: For the three months ended September 30, 2016 as compared to the three months ended September 30, 2015
−Removed: We generated $2,110 in revenues for the three months ended September 30, 2016 compared to $2,055 revenues for the three months ended September 30, 2015.
−Removed: The Company’s focus for the remainder of 2016 will be to increase revenues from the sales of our Glucose Health Ò products.
−Removed: Operating Expenses
−Removed: For the three months ended September 30, 2016, we had total operating expenses of $52,932, as compared to total operating expenses of $34,272 for the three months ended September 30, 2015.
−Removed: The increase of $18,660 or 54%, in operating expenses between the periods is primarily due to the increase in professional fees.
−Removed: For the three months ended September 30, 2016, after interest expense of $105,263, we had a net loss of $160,819 or $0.06 per share.
−Removed: In comparison, 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.
−Removed: We expect to continue to incur net losses for the foreseeable future.
−Removed: For the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015
−Removed: We generated $298,039 in revenues for the nine months ended September 30, 2016 compared to $2,632 of revenues for the nine months ended September 30, 2015.
−Removed: The Company’s focus for the remainder of 2016 will be to increase revenues from the sale of our Glucose Health Ò products.
−Removed: Operating Expenses
−Removed: For the nine months ended September 30, 2016, we had total operating expenses of $80,580, as compared to total operating expenses of $141,602 for the nine months ended September 30, 2015.
−Removed: The decrease of $61,022 in operating expenses between the periods is primarily due to the Company renegotiating and/or terminating consulting and administrative contracts.
−Removed: We expect to continue to incur significant legal and accounting expenses related to being a public company.
−Removed: For the nine months ended September 30, 2016, after interest expense of $224,564, we had a net loss of $286,363 or $0.11 per share.
−Removed: In comparison, 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.
−Removed: We expect to continue to incur net losses for the foreseeable future.
−Removed: Liquidity and Capital Resources
−Removed: As of September 30, 2016, our current assets totaled $43,662 consisting primarily of $23,639 of cash, $11,742 of accounts receivable and $6,418 of inventory.
−Removed: Our current liabilities were $417,594 as of September 30, 2016, which consisting primarily of accounts payable and accrued expenses of $157,185, short-term loans of $40,000 and convertible notes payable of $220,409.
−Removed: We had no other liabilities and no long-term commitments or contingencies as of September 30, 2016.
−Removed: During the period from August 4, 2014 through and including April 1, 2016, the Company issued 18 separate convertible notes of various principal amounts and fixed conversion prices to a corporation owned by the Company’s CEO.
−Removed: For the purpose of administrative simplification and with no benefit or inducement given, the Company entered into an exchange agreement with the corporation owned by the Company’s CEO and issued a single convertible note with a consolidated principal amount of $112,157 and pro-rata fixed conversion price of $0.011.
−Removed: During the period from August 2, 2013 through and including April 1, 2016, the Company issued 20 separate convertible promissory notes of various principal amounts and fixed conversion prices to a corporation.
−Removed: For the purpose of administrative simplification and with no benefit or inducement given, the Company entered into an exchange agreement with the corporation and issued a single convertible note with a consolidated principal amount of $169,065 and pro-rata fixed conversion price of $0.008.
−Removed: On March 11, 2016, the Company issued a $35,000 note to a corporation owned by the Company's CEO.
−Removed: The loan bears interest at 24% per annum and has a maturity date of July 11, 2016.
−Removed: On July 29, 2016, the loan was repaid in full.
−Removed: On May 1, 2016, the Company issued a $35,000 note to a corporation owned by the Company’s CEO.
−Removed: The loan bears interest at 24% per annum and has a maturity date of September 1, 2016.
−Removed: On May 18, 2016, the Company issued a $30,000 note to a corporation.
−Removed: The loan bears interest at 24% per annum and has a maturity date of July 18, 2016.
−Removed: On July 21, 2016, the loan was repaid in full.
−Removed: On September 15, 2016, the Company issued a $5,000 note to a corporation.
−Removed: The loan bears interest at 12% per annum and is payable on demand.
−Removed: Our Plan of Operation for the Next Twelve Months.
−Removed: Our principal business strategy for the next twelve months will be to implement sales and marketing initiatives to earn significant revenues from our Glucose Health Ò dietary supplement products.
−Removed: Our sales initiatives will be focused upon securing repeat purchase orders from national and/or regional pharmacy retailers.
−Removed: Our marketing initiatives will be primarily focused on supporting the sale of our Glucose Health Ò products through our national and/or regional retail partners.
−Removed: We intend to begin advertising our Glucose Health Ò products via targeted television, radio, print, digital and social media platforms, which reach our consumer market segment.
−Removed: Secondarily, we intend to grow our online sales of Glucose Health Ò products by enhancing our product website www.glucosehealth.com and by pursue sales through other online marketplaces.
−Removed: We also intend to continue to develop our Glucose Health Ò products and brand in three ways:
−Removed: by improving our proprietary formula with respect to taste and efficacy;
−Removed: by introducing new flavors;
−Removed: and by introducing additional packaging formats.
−Removed: At September 30, 2016, we had nominal cash, which will not be sufficient to satisfy our working capital requirements for the next twelve months.
−Removed: We cannot forecast with any degree of certainty our anticipated revenues or cash flow.
−Removed: Our forecasts and operations will involve risks and uncertainties, which we are unable to predict and actual results could fail.
−Removed: We will require additional capital to continue operations.
−Removed: If we cannot secure additional capital or generate significant revenues, we may cease operations in which case you will lose your investment.
−Removed: We intend to continue to source capital from the two private companies currently providing financing to us on a monthly basis.
−Removed: We cannot guarantee that such additional funding will be available on favorable terms, if at all.
−Removed: If adequate funds are not available, then our ability to continue or expand our operations may be significantly hindered.
−Removed: If adequate funds are not available, our officer, directors and principal shareholders may contribute capital to the Company in the form of debt or equity financing.
−Removed: However, our officer, directors and principal shareholders are not committed to contribute capital to pay for our expenses.
−Removed: Even assuming that we secure adequate financing, there can be no assurance that we will be profitable at any time in the future.
−Removed: 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 these expenses.
−Removed: 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.
−Removed: Our auditors have questioned our ability to continue operations as a “going concern.”
−Removed: 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.
−Removed: 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.
−Removed: As a result, our auditors believe that substantial doubt exists about our ability to continue operations.
−Removed: Off-Balance Sheet Arrangements
−Removed: We have no off-balance sheet arrangements.
−Removed: Quantitative and Qualitative Disclosure About Market Risk
−Removed: Not applicable
+Added: In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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.