What changed in this filing

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Item 2. Management’s Discussion and Analysis

2017-08-21 compared with 2017-05-15 · 53 added, 33 removed, 84 unchanged (51% of the section changed)

9 unchanged sentences

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

For the period ending March 31, 2017, we generated $473 of gross profit before operating expenses, a loss from operations and a net loss per share.

For the six month period ending June 30, 2017, we generated $34,247 of gross profit and net income of $20,249 or $0.01 per share compared to gross profit of $21,405 and net loss $125,544 or $0.05 per share for the six month period ending June 30, 2017.

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

22 unchanged sentences

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

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.

On March 7, 2017, the Company began airing its “Only at Walmart” TV commercial on Hallmark Movies & Mysteries and Game Show Network for a four-week period ending April 2, 2017.

On March 13, 2017, the Company entered into the “Verified Share Count Program” sponsored by OTC Markets Group Inc.

for the purposes of providing verified share count data to investors.

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.

Our Plan of Operation for the Next Twelve Months

14 unchanged sentences

These unaudited financial statements and related footnotes should be read in conjunction with the audited consolidated financial statements and footnotes 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.

For the three months ended March 31, 2017 as compared to the three months ended March 31, 2016

We generated revenues of $15,111 and $120 for the periods ended March 31, 2017 and 2016, respectively.

For the three months ended June 30, 2017 as compared to the three months ended June 30, 2016

We generated revenues of $34,046 and $295,809 for the three month periods ended June 30, 2017 and 2016, respectively.

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

We reported a gross profit of $473 and $60 for the periods ended March 31, 2017 and 2016, respectively.

We reported a gross profit of $33,774 and $21,345 for the three month periods ended June 30, 2017 and 2016, respectively.

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

Operating expenses

For the period ended March 31, 2017, we had total operating expenses of $28,786, as compared to total operating expenses of $12,335 for the period ended March 31, 2016.

The increase of $16,451 or 133%, in our operating expenses between the two periods is due to a $6,878 increase in professional fees and a $4,602 increase in advertising expense and a $1,814 increase in insurance expense.

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

For the period ended March 31, 2017, we had a net loss of $29,009 or $0.01 per share with $696 of this net loss for the period related to the recording of interest expense.

In comparison, for the period ended March 31, 2016, we had a net loss of $29,263 or $0.01 per share with $16,988 of this net loss for the period related to the recording of interest expense.

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

For the three month period ended June 30, 2017, we had total operating expenses of $17,697 as compared to total operating expenses of $15,313 for the three month period ended June 30, 2016.

The increase of $2,384 or 16%, in our operating expenses between the two periods is due to a $594 increase in professional fees, a $906 increase in stock based compensation and $898 increase in office expense.

Other Income (Expense)

For the three month period ended June 30, 2017, we had total interest expense of $5,096 as compared to total interest expense of $93,402 for the three month period ended June 30, 2016.

The decrease of $88,306 or 96%, is due to the prior year expensing of the discount on convertible notes payable.

The Company fully amortized the discount during 2016.

During 2017, the Company settled accounts payable for a gain of $38,277.

Net income (loss)

For the period ended June 30, 2017, we had net income of $49,258 or $0.01 per share as compared with a net loss of $87,370 or $0.03 per share for the period ended June 30, 2016.

The increase in net income is mainly attributable to the decrease in interest expense and the gain on the settlement of accounts payable.

For the six months ended June 30, 2017 as compared to the six months ended June 30, 2016

We generated revenues of $49,157 and $295,929 for the six month periods ended June 30, 2017 and 2016, respectively.

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

We reported a gross profit of $34,247 and $21,405 for the six month periods ended June 30, 2017 and 2016, respectively.

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

Operating expenses

For the period ended June 30, 2017, we had total operating expenses of $49,483, as compared to total operating expenses of $27,648 for the period ended June 30, 2016.

The increase of $21,835 or 79%, in our operating expenses between the two periods is due to a $7,472 increase in professional fees and a $4,437 increase in advertising expense, $3,150 increase in bad debt expense, a $903 increase in stock based compensation, a $2,233 increase in office expense and a $1,937 increase in insurance expense.

Other Income (Expense)

For the six month period ended June 30, 2017, we had total interest expense of $5,792 as compared to total interest expense of $119,301 for the six month period ended June 30, 2016.

The decrease of $113,509 or 95%, is due to the prior year expensing the discount on convertible notes payable.

The Company fully amortized the discount during 2016.

During 2017, the Company settled accounts payable for a gain of $38,277.

Net income (loss)

For the period ended June 30, 2017, we had net income of $20,249 or $0.01 per share as compared with a net loss of $125,544 or $0.05 per share for the period ended June 30, 2016.

The increase in net income is mainly attributable to the decrease in interest expense and the gain on the settlement of accounts payable.

Liquidity and Capital Resources

At March 31, 2017, our total assets were $18,865 consisting of $9,008 cash, $9,632 accounts receivable and $225 of intangible assets.

This compares to our total assets of $51,632 at March 31, 2016, consisting of $1,946 in cash, $8,310 inventory, $3,150 in accounts receivable and $38,226 in prepaid expenses and other assets.

At March 31, 2017, our current liabilities totaled $542,431, consisting of $191,454 in accounts payable and accrued expenses, $35,000 in notes payable, related party, $5,000 in notes payable, $112,157 in convertible notes payable, related party, $163,820 in convertible notes payable and $35,000 in other notes payable.

This compares to our current liabilities at March 31, 2016 of $454,763, consisting of $94,920 in accounts payable and accrued expenses, $6,075 in notes payable, $147,478 in related party convertible notes payable and $206,290 in convertible notes payable.

We had a working capital deficit for 2017 and 2016 of $523,791 and $403,431, respectively.

At June 30, 2017, our total assets were $27,318 consisting of $18,313 cash, $8,795 accounts receivable and $210 of intangible assets.

This compares to our total assets of $33,145 at December 31, 2016, consisting of $20,542 in cash, $11,724 accounts receivable, $639 in prepaid expenses and $240 of intangible assets.

At June 30, 2017, our current liabilities totaled $476,607, consisting of $98,133 in accounts payable, accrued interest of $37,997, $35,000 in notes payable, related party, $15,000 in notes payable, $112,157 in convertible notes payable, related party, $161,820 in convertible notes payable and $16,500 in other notes payable.

This compares to our current liabilities at December 31, 2016 of $528,592, consisting of $138,134 in accounts payable, accrued interest of $38,631, $35,000 in notes payable, related party, $5,000 in notes payable, $112,157 in related party convertible notes payable, $164,670 in convertible notes payable and $35,000 in other notes payable.

At June 30, 2017 and December 31, 2016, we had a working capital deficit of $449,499 and $495,447, respectively.

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

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

At March 31, 2017 and 2016, we had no other liabilities and no long-term commitments or contingencies.

At June 30, 2017 and 2016, we had no other liabilities and no long-term commitments or contingencies.

Going Concern

6 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.

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

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

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

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

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:

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

The 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.

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:

1 unchanged sentence

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.

$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 as of 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 as of March 31, 2017.

At March 31, 2017, accrued interest on the above 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.

Off-Balance Sheet Arrangements

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis