What changed in this filing

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Item 1. Financial Statements

2017-08-21 compared with 2017-05-15 · 95 added, 48 removed, 227 unchanged (39% of the section changed)

1 unchanged sentence

GLUCOSE HEALTH, INC.

BALANCE SHEETS

CONDENSED BALANCE SHEETS

CURRENT ASSETS

16 unchanged sentences

STOCKHOLDERS' DEFICIT

Preferred stock, no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016

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

Preferred stock, no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016

Common stock, $0.001 par value, 200,000,000 shares authorized, 3,979,792 and 3,312,273 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively

Additional paid in capital

6 unchanged sentences

GLUCOSE HEALTH, INC.

STATEMENTS OF OPERATIONS

CONDENSED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED

SIX MONTHS ENDED

COST OF REVENUES

1 unchanged sentence

OPERATING EXPENSES

Professional fees

Professional fees/stock based compensation

General and administrative

Total Operating Expenses

LOSS FROM OPERATIONS

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income (expense)

Total other expense

LOSS BEFORE INCOME TAXES

Gain on forgiveness of accounts payable

Total other income (expense)

INCOME (LOSS) BEFORE INCOME TAXES

PROVISION FOR (BENEFIT FROM) INCOME TAXES

NET INCOME (LOSS)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED

NET LOSS PER SHARE - BASIC AND DILUTED

NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED

The accompanying notes are an integral part of these financial statements.

GLUCOSE HEALTH, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH'S

ENDED MARCH 31,

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH'S ENDED

OPERATING ACTIVITIES:

2 unchanged sentences

Amortization of intangible asset

Common stock issued for services

Bad debt expense

Gain on settlement of accounts payable

Change in assets and liabilities

Increase in accounts receivable

Decrease (increase) in inventory

(Increase) decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable and accrued expenses

Decrease in inventory

Decrease (increase) in prepaid expenses and other current assets

Increase in accounts payable and accrued expenses

Total adjustments

4 unchanged sentences

Proceeds from notes and loans payable

Payments on notes and loans payable

Net cash provided by financing activities

NET DECREASE IN CASH

NET (DECREASE) INCREASE IN CASH

CASH - BEGINNING OF PERIOD

CASH - END OF PERIOD

NONCASH OPERATING AND INVESTING ACTIVITIES:

NON-CASH OPERATING AND INVESTING ACTIVITIES:

Beneficial conversion feature

1 unchanged sentence

The accompanying notes are an integral part of these financial statements.

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

2 unchanged sentences

Our current authorized common shares are 200,000,000 and 1,000 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.

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.

As of June 30, 2017, 3,979,792 of the Company’s common stock and 1,000 shares of the Company’s preferred stock were issued and outstanding.

On October 30, 2014, we changed our name to Glucose Health, Inc.

1 unchanged sentence

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.

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.

As of June 30, 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.

Basis of Presentation

2 unchanged sentences

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

The results for the three months ended March 31, 2017 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 29, 2017.

The results for the three and six months ended June 30, 2017 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the 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

7 unchanged sentences

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.

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

Cash Flow Reporting

2 unchanged sentences

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

There were no cash equivalents as of March 31, 2017.

There were no cash equivalents as of June 30, 2017.

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

2 unchanged sentences

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.

During the period ended March 31, 2017, we recorded no allowances for doubtful accounts based upon management’s review of accounts receivable.

During the period ended June 30, 2017, we recorded no allowances for doubtful accounts based upon management’s review of accounts receivable.

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.

15 unchanged sentences

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

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

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

4 unchanged sentences

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

During the period ended March 31, 2017, we recorded no impairment charges related to other intangible assets.

During the period ended June 30, 2017, we recorded no impairment charges related to other intangible assets.

Fair Value of Financial Instruments

11 unchanged sentences

Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017.

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

4 unchanged sentences

ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

The Company accounts for income taxes utilizing the liability method of accounting.

14 unchanged sentences

The Company generates most of its revenues from sales to a single customer, Wal-Mart Stores, Inc.

which accounted for approximately 100% of total revenues for the period ended March 31, 2017.

which accounted for approximately 100% of total revenues for the three and six month periods ended June 30, 2017.

Advertising Costs

The costs of advertising are expensed as incurred.

Advertising expense was $4,602 and $0 for the three months ended March 31, 2017 and 2016.

Advertising expense was $698 and $863 for the three months ended June 30, 2017 and 2016, respectively.

Advertising expense was $5,301 and $863 for the six months ended June 30, 2017 and 2016, respectively.

Share Based Compensation

6 unchanged sentences

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.

The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services.

The Company recognized consulting expenses and a corresponding increase to common stock and additional paid-in-capital related to stock issued for services.

For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

(Loss) Per Share of Common Stock

During the three and six months ended June 30, 2017, the Company issued 25,000 shares of common stock to an individual for product development services valued at $906.

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

Income (Loss) Per Share of Common Stock

Basic net loss per common share is computed using the weighted average number of common shares outstanding.

2 unchanged sentences

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

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.

At June 30, 2017, the total shares issuable upon conversion of convertible notes payable would be approximately 34,184,751 shares of the Company’s common stock.

Inventory is stated at the lower of cost (FIFO:

1 unchanged sentence

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

As of March 31, 2017, the Company had inventory of $0, with no allowance for obsolescence.

As of June 30, 2017, the Company had inventory of 8,863 units valued at $0, with no allowance for obsolescence.

Recently Issued Accounting Standards Not Yet Adopted

8 unchanged sentences

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT)

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.

As of June 30, 2017, 3,979,792 of the Company’s common stock and 1,000 shares of the Company’s preferred stock were issued and outstanding.

Issuances pursuant to conversions

5 unchanged sentences

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

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

During August 2016, the Company issued 129,358 unregistered shares of common stock to a corporation for conversion of $1,000 principal and $35 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.

During April 2017, the Company issued 162,500 unregistered shares of common stock to a corporation for conversion of $1,300 of accrued interest related to a Note.

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

During May 2017, the Company issued 176,938 unregistered shares of common stock to a corporation for conversion of $600 principal and $816 accrued interest related to a Note.

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

During May 2017, the Company issued 6,127 unregistered shares of common stock to three corporations for a mandatory conversion of $19,222 principal and $689 accrued interest related to three individual Notes.

These unregistered shares were valued at $3.25 per share, the fixed conversion price stated in the Note, as adjusted for the two stock splits that occurred between the mandatory conversion date and the issuance of the common stock.

During June 2017, the Company issued 185,740 unregistered shares of common stock to a corporation for conversion of $1,400 principal and $86 accrued interest related to a Note.

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

Issuances pursuant to agreements

1 unchanged sentence

The shares were valued at $1,875.

During June 2017, the Company issued 25,000 unregistered shares of the Company’s common stock for services rendered.

These shares were valued at $906.

NOTE 4 - NOTES PAYABLE

2 unchanged sentences

The loan bears interest at 24% per annum and has a maturity date of December 31, 2016.

$35,000 remains outstanding as of March 31, 2017.

$35,000 remains outstanding as of June 30, 2017.

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

1 unchanged sentence

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

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

Notes payable:

1 unchanged sentence

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

$5,000 remains outstanding at March 31, 2017.

As of June 30, 2017, $5,000 remains outstanding.

On May 15, 2017, the Company issued an $18,000 note to a corporation.

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

As of June 30, 2017, $10,000 remains outstanding.

Convertible notes payable, related party

1 unchanged sentence

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

The current net note balance is $112,157.

As of June 30, 2017, the note balance is $112,157.

Convertible notes payable:

1 unchanged sentence

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

The current net note balance is $163,820.

As of June 30, 2017, the note balance is $161,820.

Other notes payable:

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

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

$3,000 remains outstanding at March 31, 2017.

Other notes payable:

$3,000 remains outstanding at June 30, 2017.

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

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

$5,000 remains outstanding at 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.

$18,377 remains outstanding at March 31, 2017.

$5,000 remains outstanding at June 30, 2017.

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

$6,000 remains outstanding at March 31, 2017.

$6,000 remains outstanding at June 30, 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.

$2,500 remains outstanding at March 31, 2017.

At March 31, 2017, accrued interest on all notes and convertible notes amounted to $39,164.

$2,500 remains outstanding at June 30, 2017.

At June 30, 2017, accrued interest on all notes and convertible notes amounted to $37,152.

NOTE 5 - INTELLECTUAL PROPERTY

2 unchanged sentences

All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $210 net of $90 of accumulated amortization.

Glucose Health, Inc.

Notes to Condensed Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2017 and 2016

NOTE 6 - COMMITMENTS & CONTINGENCIES

3 unchanged sentences

On January 8, 2016, we signed a Supplier Agreement with Wal-Mart Stores Inc.

of Bentonville AR.

On January 25, 2016, we signed a Contract Manufacturing Agreement with Natural Solution Labs of Gravette, AR.

of Bentonville AK.

On January 25, 2016, we signed a Contract Manufacturing Agreement with Natural Solution Labs of Gravette, AK.

On February 3, 2016, we signed a Product Liability Insurance Agreement with Western Heritage Insurance.

On April 12, 2016, we signed a Warehousing/Logistics agreement with RR/NWA Logistics of Rogers, AR.

On April 12, 2016, we signed a Warehousing/Logistics agreement with RR/NWA Logistics of Rogers, AK.

NOTE 7 - SETTLEMENT AGREEMENT

During May 2017, the Company entered into a Settlement and Release Agreement with a vendor.

As of the date of the agreement, the Company owed the vendor $53,777.

For a full release of this amount, the Company agreed to pay $15,500, resulting in the settlement of this payable of $38,277.

The vendor also agreed to release 16,560 units of product to the Company at no charge.

NOTE 8 - SUBSEQUENT EVENTS

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements