If an emerging growth company, indicate by check mark ifwhether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X][  ]  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of November 8, 2017,October 31, 2018, there were 11,265,631 shares of common stock, par value $0.001, of the registrant issued and outstanding.

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PART I - FINANCIAL INFORMATION

The Unaudited Consolidated Financial Statements of Future Healthcare of America, a Wyoming corporation (the “Company,” “FHA,” “we,” “our,” “us” and words of similar import) were prepared by management and commence on the following page, together with related notes.  In the opinion of management, the Unaudited Consolidated Financial Statements fairly present the financial condition of the Company.

Future Healthcare of America

Index to Unaudited Financial Statements

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FUTURE HEALTHCARE OF AMERICA

 UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

At September 30, 20172018 and 2016,2017, the Company had 3,030,000zero and 3,030,000, respectively, warrants to purchase common stock of the Company at $0.50 per share, and a convertible debenture payable wherein the holder could convert the note and underlying accrued interest into a minimum of 7,620,64810,100,000 and 6,217,870,4,040,000, respectively shares of common stock which were not included in the loss per share computation because their effect would be anti-dilutive.

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FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On June 17, 2016 a complaint was filed with the Wyoming State Department of Labor against the Company, alleging discrimination on the basis of sex and disability.  The complaint did not seek any specific monetary relief.  The complaint was mediated by the Wyoming State Department of Labor. The Wyoming State Department of Labor issued a notice of dismissal for the complaint.  On February 9, 2018, this former employee filed a lawsuit against Interim Healthcare of Wyoming, claiming wrongful termination. After reviewing the facts and circumstances, the Company believes the claims made are weak, at best, and the Company has retained counsel and intends to continue a vigorous defense.

At this time, management cannot reasonably estimate the cost to defend or the outcome of the complaints, and we do not expect it will have a material financial impact on the Company.

On June 30, 2016 a complaint was filed with the Federal Equal Employment Opportunity Commission (EEOC) against the Company, alleging wage discrimination on the basis of sex.  

On June 1, 2018, The U.S. EEOC made a determination that Interim Healthcare of Wyoming violated the Wage discrimination laws (Title VII of the Civil Rights Act of 1964)  by paying a male employee more than female employees. The EEOC has determined that back wages for these individuals plus liquidated damages total $43,593, and the Company has recorded an accrual for $17,593 of this amount, as the remainder is in dispute.  The company has voluntarily entered into the Conciliation Process with the EEOC to reach a resolution of the matter. On September 19, 2018, the Company attended the Conciliation meeting, which the EEOC presented a revised settlement of $133,575 for back wages plus liquidated damages.  The Company and the EEOC did not agree to a resolution.  On September 28, the EEOC file a complaint claiming Interim Healthcare of Wyoming violated the Wage discrimination laws (Title VII of the Civil Rights Act of 1964)  by paying a male employee more than female employees. The Company recorded an accrual totaling $133,575 related to this matter. This accrual is included in the discontinued operations of the Company.

NOTE 11 – RELATED PARTY

During the first six months of 2018, an officer of the Company advanced $23,000 to the company for operating purposes.  The advance bears no interest or maturity.  The advance was repaid during the third quarter of 2018.  

NOTE 1312 - SUBSEQUENT EVENTS

Subsequent eventsOn October 23, 2018 the Company amended its Articles of Incorporation as follows. The Company authorized 2,469.131 shares of Series A Convertible Preferred Stock, $.001 par value and $1,000 stated value.  The Company authorized 100,000 shares of Series B Preferred Stock, $.001 par value and $1,000 stated value.

The Series A Convertible Preferred Stock have no voting rights with liquidation rights of stated value plus unpaid dividends and damages.  The Series A Convertible Preferred Stock is convertible into common shares at $0.030303 per common shares subject to limitations.  A total of 757.575 are convertible at the option of the holder at any time after the original issue date, and a total of 1,711.556 are convertible at any time after the original issue date upon the Corporation amending its Articles of Incorporation to adjust the number of shares of Common Stock sufficient for the conversion of the 1,711.556 the Preferred Stock.  

The Series B Preferred Stock has voting rights equal to the number of whole shares of Common Stock into which the shares would be converted as of the record date with liquidation rights $.01 per share after the rights of the Series A Preferred Shareholders have been evaluated throughsatisfied.  Each share of Series B Preferred Stock is convertible into 1,000 shares of common stock.  Each share of Series B Preferred Stock will convert automatically, without any further action on the date and timepart of this report.

the holder, upon the Corporation amending its Articles of Incorporation to adjust the number of authorized shares of Common Stock to permit the Corporation to issue a sufficient number of shares of

11FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - SUBSEQUENT EVENTS - Continued

Common Stock in conversion of the Series B Preferred Stock.  The Corporation undertakes to use its best efforts to adjust the number of authorized shares of Common Stock so as to permit the conversion of the Series B Preferred Stock, within one year of the issuance of the Series B Preferred Stock.

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.

Safe Harbor Statement.

Statements made in this Form 10-Q which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) our ability to gain a larger share of the home healthcare industry, our ability to continue to develop services acceptable to our industry, our ability to retain our business relationships, and our ability to raise capital and the growth of the home healthcare industry, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets", "tend" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in the Company's reports on file with the Securities and Exchange Commission: general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in the home healthcare industry, the development of services that may be superior to the services offered by the Company, competition, changes in the quality or composition of the Company's services, our ability to develop new services, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Business Highlights

Based in Casper, Wyoming, and Billings, Montana, FHA’s subsidiary, Interim Healthcare of Wyoming, Inc., a Wyoming corporation (“Interim”), is an independent franchisee of Interim HealthCare that has been serving its community for over 20 years, and is providing a wide range of visiting nurse services to the elderly, wounded and sick. It is one of the 300 independent home health agencies that comprise the Interim HealthCare network. Our business consists of providing healthcare services for those in need.  We record all revenue and expenses and provide all services under one umbrella.  Below is a description of our Home Healthcare and Staffing operations.

As the census (numberOur business is driven by a number of patients utilizing facilities) in the hospitalsdifferent factors and fluctuates we are taking the necessary steps to position ourselves for the ups and downs of the census for these facilities.  significantly as they change.

Our home healthcare service continued to generate the majority of our revenue during the third quarterfirst nine months of 2017.2018 has decreased significantly from the previous year. The decrease in business has been driven by the following factors.

As the need for labor diminishes with the gas and oil wells shutting down in Wyoming, our business has seen dramatic negative impacts with the resulting decrease in population, both in number of clients as well as available personnel. Historically, as the price of gas decreases, the drilling operations stop, and the population has moved to another area to support themselves.  Our operations are also heavily influenced by increases in minimum wage as well as starting wages being offered by all employers in the region.  With the multiple businesses paying higher starting wages, we have seen a decrease in individuals wanting and needing to take employment in the healthcare profession, and we have been unable to continue increasing our starting wages.  Additionally, we have seen an increase in direct competition in the market place for the business and clients we serve.

We have also seen the impact of turn-over in senior management with our clients. As these positions are filled by new personnel, their decisions on utilization of services impacts our businesses, and we have seen a significant decrease in the utilization of our services.

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As a result of financial impact of these factors, we closed the operations in Casper, Wyoming on August 31, 2018.

During the third quarternine months of 2017, FHA2018, FHA’s continuing operations experienced a 2%21% decrease in revenue over the third quarterfirst nine months of 2016.2017.  This was driven by a decreasedecreases in both our Billings, Montana businesses, which was partially off-set by an increasebusinesses. We do not foresee a change in home healthcare businessthis trend through the end of 2018.  We continue to see increased costs to provide services and decreases in Casper, Wyoming.reimbursement rates, reducing margins, and difficulty in retaining qualified personnel, making it difficult to cover overhead costs.  This can be seen in our results during the first nine months of 2018.

During the second thirdnine months of 2017,2018, we have seen a significant decrease in the utilization staffing services in Billings, Montana as facilities that use our services receive directives to remove and reduce the use of staffing services. We’ve also seen significant decreases within our home healthcare services. As for our operations, we anticipate the trends seen in the third quarterfirst nine months of 20172018 to continue into the fourth quarter of 2017.throughout 2018.  We anticipate a continued slowing of the use of our staffing services.  We also anticipate a continued slowing of the utilization of our home healthcare business in Billings.business.  As such, we will continue to evaluate opportunities to expandare evaluating other options outside the realm of services we offer.home healthcare industry.  Promotional activities and operations are being managed as the offices experience fluctuations in the day-to-day activities and as we embark on new business opportunities.  

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Our home healthcare business continues to be a substantial revenue generator for our Company as our country's population ages and new methods of patient data capture become critical components for delivering high quality, affordable healthcare services in a patient's home.  

Home Healthcare

Through trained health care professionals, the Company provides home care services including senior care and pediatric nursing, andnursing; physical, occupational and speech therapy.  The Company offices deliver quality home care and treat each patient with genuine compassion, kindness and respect.  The Company provides health care professionals at all skill levels, including registered nurses, therapists, LPN's and certified home health aides. FHA derives itsis revenue from multiple payer sources.  These include Medicare, Medicaid, Insurance, Medicaid LTW, and Private Payers.  Because our offices are located in areas that do not contain a large population base (less than 200,000 residents), we continually explore opportunities to increase our revenue with our current payer sources and expand through new sources of revenue.   The healthcare team is utilized across all payer sources, including staffing services.  Our customer base comes from referrals from hospitals, rehab facilities, nursing homes, assisted living facilities and previous patients.

In additional to our professional team, we employ a management team at each facility to handle the day to day operations of the office.  This is completed by our Administrators in each location.  We also have a Director of Nursing in each location.  This person is responsible for the day to day oversight of the service providers and ensuring the certified professionals obtain the necessary training to maintain their certificates as well as the training necessary to be in compliance with all regulating organizations.

Staffing

Interim offices provide nurses, nurse aides and management services to hospitals, prisons, schools, corporations and other health care facilities.  Interim’s success is based on our ability to recruit the best health care professionals and the responsiveness of our local managers to fill the needs of our clients in a timely manner.   Additionally, we work with our clients should they decide they would like to hire our service professionals on a full-timefull time basis.  Another key to our success is the personal relationship that our management and sales team build with each of our existing and new clients.  As noted previously, in order to reduce turnover of our service team by providing as many hours as possible, similar to the hours of a full-time employee, we utilize the same service team members across all payer sources.

As each of our businesses is located in smaller based population areas of the country, the competition is significantly heightened and the relationships maintained with our clients become very critical to the continued success of our operations.

As we provide diversified services and accept payments from multiple payer sources, we are not heavily dependent on a few clients in order for our business to be successful.

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Results of Operations

Nine Months Ended September 30, 20172018 and 2016.2017.

During the nine months ended September 30, 2017,2018, FHA recorded revenues of $2,790,436,$1,138,825, a 5%21% decrease over revenues of $2,925,596$1,433,838 for the same period in 2016.2017.  The decrease for 2017 reflects2018 was driven by a significant decrease in revenue withinthe use of our staffing services and our home healthcare services in the Billings, MontanaMontana.  The Casper, Wyoming location with an off-set from an increase in revenue in home healthcare in Casper, Wyoming.  was closed on August 31, 2018.

For the nine months ended September 30, 2017,2018, cost of services totaled $2,019,050,$853,702, a 9%23% decrease compared to $2,227,149$1,110,667 in the comparable period of 2016.2017. This is a reflection of the costs associated with the change in the mixoverall reduction of revenue, with a shift away from staffing combined with an increase in efficiency.revenue. FHA posted a gross profit of $771,386$285,123 during the first nine months of 2018, versus a gross profit of $323,171 for the first nine months of 2017, a decrease of 12%.  

FHA recorded total operating expenses of $565,107 during the first nine months of 2018, a 7% increase as compared to operating expenses of $528,367 in the same period of 2017.  General and administrative expenses totaled $122,529 in the first nine months of 2018 versus $142,241 in the first nine months of 2017, a decrease of 14%, driven by a decrease in recruiting expense.  Consulting fees increased from $57,775 to $118,240 when comparing the first nine months of 2017 versus a gross profit of $698,447 for the first nine months of 2016,2018, driven by an increase of 10%.

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FHA recorded total operatingin legal fees.   Salaries, wages and related expenses of $943,175 during the first nine months of 2017, a 1% decrease as comparedincreased 0% to operating expenses of $953,310 in the same period of 2016.  General and administrative expenses totaled $319,878$306,356 in the first nine months of 2017 versus $298,0212018 from $305,352 in the first nine months of 2016, an increase of 7%, due to an increase in legal fees and insurance expenses.  Consulting fees decreased from $103,447 to $85,952 when comparing the first nine months of 2016 versus 2017.  The decrease was driven by a reduction in outside consultants used in 2017 in our Casper location. Salaries, wages and related expenses decreased to $509,693 in the first nine months of 2017 from $523,392 in 2016, a decrease of 3% due to a decrease in personnel associated with turnover.  Selling expenses in the first nine months of 20172018 were $27,652$17,982 versus $28,450$22,999 in the comparable period of 2016.2017, driven by a decrease in advertising.

For the first nine months of 2016,2018, other incomeexpense included $209,439 for recognition of a gain on the derivative liability and $75,750$77,065 of interest expense on the notenotes payable.

For  By way of comparison, for the first nine months of 2017, other income and expense included $34,065 for recognition of a loss on the derivative liability and $75,750$76,411 of interest expense on the notenotes payable.

FHA’s net loss available to common shareholders was $281,994$591,881 for the first nine months of 2017.2018.  This represents a $161,099110% increase from our net loss of $120,895$281,994 in the first nine months of 2016.2017.

Three Months Ended September 30, 20172018 and 2016.2017.

During the three months ended September 30, 2017,2018, FHA recorded revenues of $839,585,$363,607, a 2%14% decrease over revenues of $856,039$423,306 for the same period in 2016.2017.  The decrease for 2017 reflects2018 was driven by a decrease in revenue withinthe use of our staffing services and our home healthcare services in the Billings, Montana location, with an off-set from an increase in revenue in home healthcare in Casper, Wyoming.Montana.

For the quarter ended September 30, 2017,2018, cost of services totaled $608,299,$261,734, a 10%21% decrease as compared to $678,021$330,294 in the comparable period of 2016.2017. This is a reflection of the costs associated with the change in the mixoverall reduction of revenue, with a shift away from staffing combined with an increase in efficiency, thus resulting inrevenue.  FHA posting aposted gross profit of $231,286$101,873 during the third quarter 2017,2018, versus a gross profit of $178,018$93,012 for the third quarter of 2016,2017, an increase of 30%10%.

FHA recorded total operating expenses of $291,605$212,938 during the third quarter of 2017,2018, a 4% decrease36% increase as compared to operating expenses of $304,968$157,084 in the same period of 2016.2017.  General and administrative expenses totaled $104,314$35,617 in the third quarter of 2018 versus $44,259 in the third quarter 2017, a decrease of 20% driven by a decrease in liability insurance and recruiting fees.  Consulting fees increased to $62,324 from $7,947 when comparing the third quarter of 2018 versus $97,2142017, driven by an increase in legal fees.  Salaries, wages and related expenses increased to $110,829 in the third quarter 2016,of 2018 from $100,122 in 2017, an increase of 4%11%, driven by an increase in office supplies during the third quarter of 2017.  Consulting fees decreased to $17,969 from $23,587 when comparing the third quarter of 2017 versus 2016 due to a decrease usage of outside consultants in 2017 in our Casper location. Salaries, wages, and related expenses decreased to $161,957 in the third quarter of 2017 from $176,297 in 2016, a decrease of 8% due to a decrease in personnel associated with turnover.accrued wages.  Selling expenses in the third quarter of 20172018 were $7,365$4,168 versus $7,870$4,756 in the comparable quarter of 2016.

For the third quarter of 2017, other expense included $79,124 for recognition of a loss on the derivative liability versus a $63,460 gain recognized for the same period in 2016.2017.

FHA’s net loss available to common shareholders was $164,798$294,938 for the third quarter of 2017.2018.  This isrepresents a $76,13579% increase from our net loss of $88,663$164,798 in the third quarter of 2016.2017.

Liquidity and Capital Resources.

Cash on hand was $113,586$60,202 at September 30, 2017,2018, a decrease of $92,766$84,260 from the $206,352$144,462 on hand at December 31, 2016.2017.  Cash used in operations for the nine months ended September 30, 2017,2018, was $99,588,$44,983, versus cash used by in

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operation of $130,906$77,346 for the nine months ended September 30, 2016.2017.  The decrease is a reflectionresult of the increase collection of accounts receivables, couple with our operating results during the first nine months of 2017.results.

14On September 21, 2018, the Company executed a Promissory Note for $275,000 with Natur. The note shall be exchanged for Series A Preferred Stock of the Company at the time of closing of the Share Exchange Agreement between the Company and Natur.  On September 28, 2018, the Company received $270,005 from Alpha and on the same date, wired $270,005 to Natur for working capital.  The note is recorded as a subscription receivable while the Share Exchange Agreement is pending.

The Company has insufficient cash to finance operations and continues to incur losses and accumulated deficit and has a short-term note payable in default in excess of anticipated cash.  These factors raise substantial doubt about the ability of the Company to continue as a going concern. There is no assurance that the Company will be successful in achieving profitable operations or finding additional equity or debt financing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.  

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

(a)  Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), which we refer to as disclosure controls, are controls and procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any control system. A control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are met. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

As of September 30, 2017,2018, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of such date, the design and operation of these disclosure controls were effective to accomplish their objectives at the reasonable assurance level.

(b)  Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), occurred during the fiscal quarter ended September 30, 20172018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

On June 17, 2016 and June 30, 2016 two complaints were filed, one with the Federal Equal Employment Opportunity Commission (EEOC)(“EEOC”) and one with the Wyoming State Department of Labor against the Company, alleging discrimination on the basis of sex and disability.  The complaints do not seek any specific monetary relief.  The complaints are being mediated by the Wyoming State Department of Labor.Labor, and the U.S. Equal Employment Opportunity Commission. The Wyoming State Department of Labor issued a notice of dismissal for one of the complaints.  After reviewing the facts and circumstances, the Company believes the claims made are weak, at best, and the Company has retained counsel and intends to continue a vigorous defense. On March 6, 2018, a complaint

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was filed with the Wyoming Court of Natrona County, alleging violation of the Wyoming Fair Employment Practices Act of 1965 for discrimination based upon sex, disability and retaliation.  The complaint does not seek any specific monetary relief. At this time, management cannot reasonably estimate the cost to defend or the outcome of the complaints,complaints.

On June 1, 2018, The U.S. EEOC made a determination that Interim Healthcare of Wyoming violated the Wage discrimination laws (Title VII of the Civil Rights Act of 1964)  by paying a male employee more than female employees. The EEOC has determined that back wages for these individuals plus liquidated damages total $43,593, and we dothe Company has recorded an accrual for $17,593 of this amount, as the remainder is in dispute.  The company has voluntarily entered into the Conciliation Process with the EEOC to reach a resolution of the matter. On September 19, 2018, the Company attended the Conciliation meeting, which the EEOC presented a revised settlement of $133,575 for back wages plus liquidated damages.  The Company and the EEOC did not expect it will haveagree to a material financial impact onresolution.  On September 28, the Company.EEOC file a complaint claiming Interim Healthcare of Wyoming violated the Wage discrimination laws (Title VII of the Civil Rights Act of 1964)  by paying a male employee more than female employees. The Company recorded an accrual totaling $133,575 related to this matter.

Item 1A.   Risk Factors.

Not required for smaller reporting companies.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

None; not applicable.

Item 3.   Defaults Upon Senior Securities.

None; not applicable.

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Item 4.   Mine Safety Disclosures.

None; not applicable.

Item 5.   Other Information.

(a)

None; not applicable.  On May 18, 2018, the Company and Natur Holding B.V., a Netherlands-based holding company (“Natur”), executed a non-binding letter of intent for the Company to acquire all of Natur’s outstanding capital stock pursuant to a reverse triangular merger or share exchange on mutually agreeable terms. Natur is Europe's first hi-tech health food and beverage company with a mission to revolutionize natural juice and snack consumption, allowing consumers to afford a better quality of life through natural and functional nutrition.  See the Company’s Current Report on Form 8-K dated May 18, 2018 and filed with the Securities and Exchange Commission on May 21, 2018.

(b)  During the quarterly period ended September 30, 2017,2018, there were no changes to the procedures by which shareholders may recommend nominees to the Company’s board of directors.

Item 6.   Exhibits.

Exhibit No.

Description

31.1

302 Certification of Christopher J. Spencer

31.2  

302 Certification of John Busshaus

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 906 Certification.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                         FUTURE HEALTHCARE OF AMERICA

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