UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: SeptemberJune 30, 20162017
or
¨o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______ to ______
GLUCOSE HEALTH, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 000-55439 |
| 90-1117742 |
(State or Other Jurisdiction |
| (Commission |
| (I.R.S. Employer |
of Incorporation or Organization) |
| File Number) |
| Identification No.) |
609 SW 8th8th Street, Suite 600, Bentonville, AR, 72712
(Address of Principal Executive Offices) (Zip Code)
(479) 802-3827
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer |
| Accelerated filer |
|
Non-accelerated filer |
| Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨o No x
Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date:
Class | Outstanding at | |
Common Stock, $0.001 Par Value |
|
| 2 |
PART I - FINANCIAL INFORMATION
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. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.GLUCOSE HEALTH, INC.
CONDENSED BALANCE SHEETS
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 and nine months ended September 30, 2016 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, 2015 filed with the Securities and Exchange Commission on April 14, 2016.
BALANCE SHEETS September 30, December 31, (unaudited) ASSETS CURRENT ASSETS Cash Accounts receivable Inventory Due from affiliate Prepaid expenses Total current assets Other Asset Intellectual assets, net of accumulated amortization of $0 and $0, respectively TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses Accrued Interest Notes payable Note payable, related party Convertible notes payable, related parties Convertible notes payable Total current liabilities TOTAL LIABILITIES COMMITMENT AND CONTINGENCIES STOCKHOLDERS' DEFICIT Preferred stock, $ no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of September 30, 2016 and December 31, 2015 Common stock, $0.001 par value, 200,000,000 shares authorized, 3,029,073 and 2,451,888 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively (1) Additional paid in capital Stock subscription Accumulated other comprehensive loss Accumulated deficit Total stockholders' deficit TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
2016
2015$ 23,639 $ 2,055 11,742 3,150 6,418 8,370 250 250 1,613 1,282 43,662 15,107 300 300 $ 43,962 $ 15,407 $ 124,104 $ 94,920 33,081 - 5,000 6,075 35,000 - 74,772 100,829 145,637 201,402 417,594 403,226 417,594 403,226 113,200 113,200 3,029 2,452 5,685,974 5,386,001 23,000 23,000 (75,278 ) (75,278 ) (6,123,557 ) (5,837,194 ) (373,632 ) (387,819 ) $ 43,962 $ 15,407
________________
June 30, December 31, 2017 2016 (unaudited) ASSETS CURRENT ASSETS Cash Accounts receivable Prepaid expenses Total current assets Other Assets Intellectual assets, net of accumulated amortization of $90 and $60, respectively TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses Accrued interest Notes payable, related party Notes payable Convertible notes payable, related party Convertible notes payable Other notes payable Total current liabilities TOTAL LIABILITIES COMMITMENT AND CONTINGENCIES STOCKHOLDERS' DEFICIT 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, $0.001 par value, 200,000,000 shares authorized, 3,979,792 and 3,312,273 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively Additional paid in capital Stock subscription Accumulated other comprehensive loss Accumulated deficit Total stockholders' deficit TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT (1) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014$ 18,313 $ 20,542 8,795 11,724 - 639 27,108 32,905 210 240 $ 27,318 $ 33,145 $ 98,133 $ 138,134 37,997 38,631 35,000 35,000 15,000 5,000 112,157 112,157 161,820 164,670 16,500 35,000 476,607 528,592 476,607 528,592 113,200 113,200 3,980 3,312 5,713,197 5,687,956 23,000 23,000 (75,278 ) (75,278 ) (6,227,388 ) (6,247,637 ) (449,289 ) (495,447 ) $ 27,318 $ 33,145
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
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STATEMENTS OF OPERATIONS (unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, 2016 SEPTEMBER 30, 2015 SEPTEMBER 30, 2016 SEPTEMBER 30, 2015 REVENUE COST OF REVENUES Cost of revenues Total Cost of Revenues GROSS INCOME/(LOSS) OPERATING EXPENSES Professional fees/stock based compensation General and administrative Total Operating Expenses LOSS FROM OPERATIONS OTHER INCOME (EXPENSE) Interest income (expense) Gain on forgiveness of accounts payable Total other expense LOSS BEFORE IMCOME TAXES PROVISION FOR (BENEFIT FROM) INCOME TAXES NET LOSS WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED (2) NET LOSS PER SHARE - BASIC AND DILUTED $ 2,110 $ 2,055 $ 298,039 $ 2,632 4,734 1,950 279,258 2,290 4,734 1,950 279,258 2,290 (2,624 ) 105 18,781 342 16,576 11,104 35,540 105,956 36,356 23,168 45,040 35,646 52,932 34,272 80,580 141,602 (55,556 ) (34,167 ) (61,799 ) (141,260 ) (105,263 ) (15,086 ) (224,564 ) (98,579 ) - - - 20,573 (105,263 ) (15,086 ) (224,564 ) (78,006 ) (160,819 ) (49,253 ) (286,363 ) (219,266 ) - - $ (160,819 ) $ (49,253 ) $ (286,363 ) $ (219,266 ) 2,876,993 2,132,753 2,614,975 1,857,346 $ (0.06 ) $ (0.02 ) $ (0.11 ) $ (0.12 )
________________
GLUCOSE HEALTH, INC. CONDENSED STATEMENTS OF OPERATIONS (unaudited) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2017 2016 2017 2016 REVENUE COST OF REVENUES Cost of revenues GROSS PROFIT OPERATING EXPENSES Professional fees/stock based compensation General and administrative Total Operating Expenses INCOME (LOSS) FROM OPERATIONS OTHER INCOME (EXPENSE) Interest income (expense) 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 INCOME (LOSS) PER SHARE - BASIC AND DILUTED (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$ 34,046 $ 295,809 $ 49,157 $ 295,929 272 274,464 14,910 274,524 33,774 21,345 34,247 21,405 10,140 9,546 26,436 18,964 7,557 5,767 20,047 8,684 17,697 15,313 46,483 27,648 16,077 6,032 (12,236 ) (6,243 ) (5,096 ) (93,402 ) (5,792 ) (119,301 ) 38,277 - 38,277 - 33,181 (93,402 ) 32,485 (119,301 ) 49,258 (87,370 ) 20,249 (125,544 ) - - $ 49,258 $ (87,370 ) $ 20,249 $ (125,544 ) 3,718,155 2,587,301 3,529,454 2,545,087 $ 0.01 $ (0.03 ) $ 0.01 $ (0.05 )
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
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STATEMENTS OF CASH FLOWS (Unaudited) FOR THE NINE MONTH'S ENDED SEPTEMBER 30, 2016 2015 OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued for services Amortization of note discount Gain on forgiveness 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 Total adjustments Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Increase in due from affilliate Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes and loans payable Payments on notes and loans payable Net cash provided by financing activities NET INCREASE IN CASH CASH - BEGINNING OF PERIOD CASH - END OF PERIOD NONCASH OPERATING AND INVESTING ACTIVITIES: Beneficial conversion feature Conversion of notes payable and accrued interest to common stock Conversion of liability to common stock $ (286,363 ) $ (219,266 ) 1,875 7,787 201,902 115,898 (20,573 ) (8,592 ) (1,980 ) 1,952 (9,700 ) (331 ) 38,859 53,641 (17,562 ) 250,447 112,729 (35,916 ) (106,537 ) - (250 ) - (250 ) 128,500 110,710 (71,000 ) - 57,500 110,710 21,584 3,923 2,055 4,871 $ 23,639 $ 8,794 $ 294,722 $ 103,698 $ 451 $ 3,301 $ - $ 4,315
GLUCOSE HEALTH, INC. | |||
CONDENSED STATEMENTS OF CASH FLOWS | |||
(unaudited) |
FOR THE SIX MONTH'S ENDED JUNE 30, 2017 2016 OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Amortization of note discount 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 in inventory Decrease (increase) in prepaid expenses and other current assets Increase in accounts payable and accrued expenses Total adjustments Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes and loans payable Payments on notes and loans payable Net cash provided by financing activities NET (DECREASE) INCREASE IN CASH CASH - BEGINNING OF PERIOD CASH - END OF PERIOD NON-CASH OPERATING AND INVESTING ACTIVITIES: Beneficial conversion feature Conversion of notes payable and accrued interest to common stock $ 20,249 $ (125,544 ) - 108,161 30 - 906 - 3,150 - (38,277 ) - (221 ) (165,196 ) - 60 639 (848 ) 1,295 85,585 (32,478 ) 27,762 (12,229 ) (97,782 ) - - 33,500 123,500 (23,500 ) - 10,000 123,500 (2,229 ) 25,718 20,542 2,055 $ 18,313 $ 27,773 $ - $ 13,500 $ 25,003 $ 13,500
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
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GLUCOSE HEALTH, INC.Glucose Health, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTSNotes to Condensed Financial Statements (Unaudited)
(unaudited)For the Three and Six Months Ended June 30, 2017 and 2016
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”). 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. 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. 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. 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.
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.
Overview
Glucose Health, Inc. was incorporated under the laws of the State of Nevada on March 27, 2007. Our principal executive office is located at 609 SW 8th Street, Suite 600, Bentonville, AR 72712 and our telephone number is 479-802-3827. Our corporate website is www.glucosehealthinc.com and our product website is www.glucosehealth.com. Our CUSIP number is 379894108 and trading symbol is GLUC. 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. As discussed in greater detail below, our principal product is Glucose HealthÒ Daily Blood Sugar Maintenance. We acquired this product in the fourth quarter of 2014 and we are in the early stages of manufacturing, marketing and distributing this product. 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.
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”). 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.
On January 10, 2014, the Company’s Board of Directors unanimously voted to reverse split the Company’s common stock on the basis of one share of the Company’s common stock for each 10 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares. The Board resolution set the date of record for shareholder approval for January 14, 2014. As of January 29, 2014, the Company obtained written consent in lieu of a meeting of the shareholders to authorize a reverse split of the Company’s common stock. Shareholders owning a total of 100,992,469 shares of the Company’s common stock voted in favor of the reverse split. There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record). The number of shares of common stock voting in favor of the reverse split was sufficient for approval. On February 4, 2014, the Company filed a Certificate of Change with the State of Nevada effecting a 1-for-10 reverse split pursuant to which every ten shares of the Company’s common stock were combined and converted into one share of the Company’s common stock (with all fractional shares resulting there from being rounded up to the next whole share) with the total number of shares of the Company’s Our current authorized common stock remaining atshares are 200,000,000 shares. The effective date of the above corporate action was February 26, 2014.
On October 30, 2014, the board of directors of the Company voted to reverse split the Company’s common stock on the basis of one share of the Company’s common stock for each 50 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares; to authorizeand 1,000 shares of preferred stock with “blank check” rights; and to change the Company’s name from Bio-Solutions Corp. to Glucose Health, Inc. (the “corporate action”). The board resolution set the date of record for shareholder approval of the corporate action for October 31, 2014 and the effective date of the corporate action for November 19, 2014. As of October 31, 2014, the Company obtained written consent in lieu of a meeting of shareholders to authorize the corporate action. Shareholders owning a total of 30,596,154 shares of the Company’s common stock voted in favor of the corporate action. There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record). The number of shares of common stock voting in favor of the corporate action was sufficient for approval. On November 5, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, with the Nevada Secretary of State effecting, as of November 19, 2014, the 1-for-50 reverse split pursuant to which every fifty shares of the Company’s common stock were combined and converted into one share of the Company’s common stock (with all fractional shares being rounded up to the next whole share) with the total number of shares of the Company’s authorized common stock remaining at 200,000,000 shares; effecting the authorization of 1,000 shares of preferred stock with “blank check” rights; and effecting the change of the Company’s name from Bio-Solutions Corp. to Glucose Health, Inc. On November 20, 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. Additionally, the boardAs of directors voted to extend an existing 12 month consulting contract withJune 30, 2017, 3,979,792 of the Company’s CEO, Murray Fleming, for an additional 12 months, through October 1, 2016, without further compensation, in exchange for the issuance to Mr. Fleming,common stock and 1,000 shares of the 1,000 Series A Special Preferred Shares. A CertificateCompany’s preferred stock were issued and outstanding. On October 30, 2014, we changed our name to Glucose Health, Inc. Our business is the manufacturing and distribution of Designation for the Series A Special Preferred Shares was filed with the Nevada Secretary of State and effective on December 1, 2014.
Our Business
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. We were also a distributor of a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti). We were not successful in these business endeavors.
On September 26, 2011, we acquired the “Type2 Defense” product together with all intellectual property associated therewith. Upon the acquisition of Type2 Defense, we discontinued our former operations and wrote off all inventories attributable to our former operations. Type2 DefenseGlucose Health® Daily Blood Sugar Maintenance. Glucose Health® 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.
The first production run of the Company’s Type2 Defense product was completed in June 2013. On July 8, 2013, the Company announced the product was available for on-line sales on Amazon.com. On July 9, 2013, the Company announced the product was available for on-line sales via the www.Type2Defense.com website. Subsequently, the Company encountered significant management, operational and financial challenges resulting in poor product sales and inadequate inventory control. 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.
On April 8, 2014, the Company appointed James Hodge chairmanform of the Company’s board of directors.
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. The previous board members agreed to resign from the board and accept other duties for the Company.
On April 21, 2014, the Company appointed Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer. In addition, Peggy Knight was appointed Chief Marketing Officer.
On July 22, 2014, Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer, resigned from the Company. James Hodge, chairman of the board of directors was appointed interim Chief Executive Officer and Chief Financial Officer.
Our Current Business
On October 1, 2014, Murray Fleming was appointed the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015. Additionally, on October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from a company of which Mr. Fleming is the beneficial owner.
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. To assist in achieving our final product objectives, we retained a former head of beverage product development at Nestle. We retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations pertaining to dietary supplements and Federal Trade Commission (FDC) regulations, necessary, in part, to enable our product to be stocked by national pharmacy retailers. We also undertook a number of actions to establish and build our Glucose HealthÒ brand. The Company conducted a design competition related to its packaging artwork and product logo and retained an experienced product packaging graphic artist to assist with all digital and print representations of the product. The Company filed for and received trademark protection for Glucose HealthÒ with the United States Trademark and Patent Office (USPTO). 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.
Glucose HealthÒ is a dietary supplementsweet tea mix formulated from nine natural ingredients shown in certain clinical research such as that published onby the National Institutes of Health, National Library of Medicine website (see www.glucosehealth.com/clinical-trials), to have a beneficial impact upon blood glucose, triglyceride and cholesterol levels. The Centers for Disease Controllevels and Prevention (CDC) publishes a National Diabetes Statistics Report annually. The 2014 Report estimates 2regular digestive health. As of 5 presently healthy Americans will develop Type-2 diabetes in their lifetime. 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 HealthÒ in order to proactively maintain their good health.
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. Fleming, of 1,000 Series A Special Preferred Shares.
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.
On January 5, 2015, the Company signed a contract manufacturing agreement for testing, compounding, supply and order fulfillment for the Glucose HealthÒ product and additionally a purchasing agreement to distribute the product through a limited number of Northwest Arkansas pharmacies.
On January 7, 2015, the Company completed its implementation of Current Good Manufacturing Practices (CGMP). The Dietary Supplement (DS) CGMP rule in 21 CFR part 111 of the FDA's regulations requires companies which manufacture, package, label, or hold a dietary supplement to establish and follow current good manufacturing practice to ensure the quality of the dietary supplement and to ensure that the dietary supplement is packaged and labeled as specified in the master manufacturing record.
On January 26, 2015, the Company filed an initial application for trademark protection with the United States Trademark and Patent Office (USPTO).
On January 29, 2015, the Company appointed Chandrasekhar Mallangi, Ph.D., as an advisor. Dr. Mallangi earned a Ph.D. in Food Science from Oregon State University and is an advisor to multinational companies in the development of nutritional products. Dr. 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.
On February 10, 2015, Murray Fleming, the Company’s Chief Executive Officer was appointed the Company’s Chief Financial Officer. Mr. Fleming replaced James Hodge the Company’s interim Chief Financial Officer. Mr. Hodge continued as the Company’s Chairman of the Board of Directors.
On February 24, 2015, the Company completed FDA facility registration, a compliance procedure for manufacturers of dietary supplements.
On May 26, 2015, the Company completed the first production run of the product and pursuant to the January 5, 2015 purchasing agreement, the product began to be offered for retail sale through a limited number of Northwest Arkansas pharmacies as well as on the Company’s product website www.glucosehealth.com.
On July 7, 2015, the Company received notification from the United States Patent and Trademark Office (USPTO) that its application for trademark of “Glucose Health” was accepted to the Supplemental Register (Reg. 4,770,720) with first use recognized by the USPTO as of February 1, 2015.
On January 6, 2016, the Company executed a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.
On January 27, 2016 the Company notified OTC Markets, Inc. of its intention to not renew its OTCQB service. The Company filed Form 8-A12G in fiscal 2015 registering a class of securities under the 1934 Securities Exchange Act. Accordingly, the Company does not make use of the OTC Markets Disclosure and News Service and instead files its periodic and annual reports and audited financial statements with the Securities and Exchange Commission.
On February 4, 2016, the Company's Chief Executive Officer and Chief Financial Officer, Murray Fleming, was appointed to the Board of Directors of Glucose Health, Inc. ("Company"). On February 5, 2016, James Hodge resigned from the Board of Directors.
On March 8, 2016, the Company received a series of material purchase orders from the Customer pursuant to a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc., executed January 6, 2016.
At SeptemberJune 30, 2016,2017, the Company’s Glucose HealthÒHealth® Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) product is stocked in the "Diabetic Supplies" section of manymost Walmart pharmacies in all 50 states.
Going ConcernBasis of Presentation
TheseThe accompanying unaudited condensed interim financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilitiesin 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”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal courserecurring adjustments necessary to present fairly the financial condition, results of business. The Company has not generated significant revenues since inceptionoperations, and has generated losses totaling $6,123,557 since inception and needs to continue to raise additional capital to carry out its business plan. The continuationcash flows of the Company as a going concern is dependent uponfor the abilityinterim periods presented.
The results for the three and six months ended June 30, 2017 are not necessarily indicative of the Company to obtain necessary operating capital to continueresults of operations of which there is no assurance. The Company has little operating history to date.for the full year. These financial statements do not include any adjustments toand related footnotes should be read in conjunction with the recoverabilityfinancial statements and classification of recorded asset amountsfootnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors an others raise substantial doubt regarding the ability of the Company to continue as a going concern.Exchange Commission on March 29, 2017.
The Company estimates it will need a total of $30,000 in capital to continue its operations through the end of 2016. Besides generating revenues from current operations, the Company may need to raise additional capital to expand operations in order to achieve profitability. Such capital may not be raised on terms favorable to the Company, if at all. If adequate capital cannot be raised outside of the Company, the Company’s officer and director may need to provide capital to sustain operations. There is no assurance the Company’s officer and director will provide such capital on terms favorable to the Company, or at all.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptionsjudgments that affect the reported amounts of assets, liabilities, revenues, and liabilitiesexpenses, and disclosuresrelated disclosure of contingent assets and liabilities atliabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.circumstances. Actual results couldmay differ from thosethese estimates. The Company provides estimates for its common stock valuations, inventory reserves, and valuation allowances for deferred taxes.
Comprehensive Income (Loss)
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.
Glucose Health, Inc.
Notes to Condensed Financial Statements (Unaudited)
For the Three and Six Months Ended June 30, 2017 and 2016
Cash Flow Reporting
The Company follows ASC 230, Statement of Cash Flows, for cash flowsflow 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 (“Indirectindirect 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. There were no cash equivalents as of SeptemberJune 30, 2016 and December 31, 2015.2017.
The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
Accounts Receivable
Accounts receivable consistconsists of billedinvoiced and uncollected sales of products.unpaid product sales. 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. Based onDuring the period ended June 30, 2017, we recorded no allowances for doubtful accounts based upon management’s review of accounts receivable, no allowance for doubtful accounts is considered necessary at September 30, 2016 or December 31, 2015. The Company does not charge significant amounts of interest on past due receivables.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. 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
The Company considers all items incurred for future serviceservices to be prepaid expenses. 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.
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. 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. 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.
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. 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. 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. 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. 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. 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.
The Company makes
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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. 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. 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. 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.
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. 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 three and nine monthsperiod ended SeptemberJune 30, 2016 and the fiscal year ended December 31, 20152017, we recorded no impairment charges related to other intangible assets.
Fair Value of Financial Instruments
The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments.
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. 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). The three levels of the fair value hierarchy are described below:
Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities |
Level 2 | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
Level 3 | 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 SeptemberJune 30, 2016.2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Beneficial Conversion Features
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. 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. This amount is recorded as a debt discount and amortized over the life of the debt. 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
Income Taxes
The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. ManagementThe Company has adopted ASC 740-10 for 2007,2016, and they evaluate theirevaluates its tax positions on an annual basis, and have determined that as of September 30,December 31, 2016, no additional accrual for income taxes is necessary. 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. federal tax jurisdiction and in various state tax jurisdictions. Thejurisdictions and tax years for 2010 to2013, 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
In accordance with Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 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.
Customer Concentration
The Company utilizesgenerates most of its revenues from sales to a single customer, Wal-Mart Stores, Inc. which accounted for approximately 100% of total revenues for the following criteria with respect to the recognition of revenue:three and six month periods ended June 30, 2017.
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The costs of advertising are expensed as incurred. 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
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. 718 and No. 505. The Company issues restricted stock to employees for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company also issues restricted stock to consultants for various services. CostCosts 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. 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. 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.
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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. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. Except as noted below, the Company has not issued any options or warrants to date. At SeptemberJune 30, 2016, 38,024,563 unregistered2017, the total shares issuable upon conversion of convertible notes payable would be approximately 34,184,751 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.
stock.
Inventory
Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes raw materials and finished goods. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs. As of SeptemberJune 30, 2016,2017, the Company had inventory of $6,418 comprised8,863 units valued at $0, with no allowance for obsolescence.
Recently Issued Accounting Standards Not Yet Adopted
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. 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. 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. This guidance can be adopted either retrospectively to each prior reporting period presented, or retrospectively with a cumulative-effect adjustment recognized as of the Glucose HealthÒ Natural Blood Sugar Maintenance Blueberry Tea Mix (45 Servings) product and no inventory of Glucose HealthÒ Daily Blood Sugar Maintenance Blueberry Tea Mix (60 Servings). All Glucose HealthÒ products are affixed with a production lot number and “Best Before” date of 24 months following production.adoption. The Company currently sees no trends that would render its current inventory obsolete priororiginal effective date of this guidance for public entities was for annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), to its “Best Before” date.
Recent Issued Accounting Standards
There were updates recently issued, mostdefer the effective date of which represented technical correctionsthis guidance by one year, to the accounting literature or applicationannual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to specific industriesearly adopt the guidance as of the original effective date. We do not anticipate early adoption, and are not expected to have a materialcurrently evaluating the impact on our financial statements upon the Company’s financial position, resultsadoption of operations or cash flows.this guidance.
NOTE 3 - STOCKHOLDERS’ |
At inception, the Company authorized 75,000,000 shares of common stock with par value of $0.001. In June 2010, our authorized common shares were increased to 90,000,000. In October 2012, our authorized common shares were increased to 200,000,000. In November 2014, the Company established 1000 shares of Preferred Stock.
As of SeptemberJune 30, 2016 and December 31, 2015, 3,029,073 and 2,451,888 shares2017, 3,979,792 of the Company’s common stock and 1,000 and 1,000 shares of the Company’s Preferred Stockpreferred stock were issued and outstanding, respectively.outstanding.
Issuances pursuant to Conversionsconversions
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. These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
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. These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
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. These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
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. These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
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. These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
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. These unregistered shares were valued at $0.005 per share, the fixed conversion price as stated in the Note.
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. These unregistered shares were valued at $0.004 per share, the fixed conversion price stated in the Note.
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. 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. These unregistered shares were valued at $0.005 per share, the fixed conversion price stated in the Note.
During June 2016, the Company issued 130,000 unregistered shares of common stock to a corporation for conversion of $845 of accrued interest related to a Note. These unregistered shares were valued at $0.0065 per share, the fixed conversion price stated in the Note.
During June 2016, the Company issued 81,250 unregistered shares of common stock to a corporation for conversion of $650 accrued interest related to a Note. These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.
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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 $1000$1,000 principal and $35 accrued interest related to a Note. These unregistered shares were valued at $0.008 per share, the conversion price stated in the Note.
During September 2016, the Company issued 121,483 unregistered shares of common stock to a corporation for conversion of $950 principal and $22 accrued interest related to a Note. These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.
At September 30,During October 2016, 38,024,563the Company issued 134,881 unregistered shares of the Company’s common stock are issuable uponto a corporation for conversion of all outstanding balances$1,050 principal and $29 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 November 2016, the Company issued 148,319 unregistered shares of convertible notes payable if such balances are not repaidcommon stock to a corporation for conversion of $1,150 principal and $37 accrued interest related to a Note. These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in cash.the Note.
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. 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 Agreementsagreements
During February 2015, the Company issued 70,867 unregistered shares of the Company’s common stock as compensation. The shares were valued at $6,000.
During April 2015, the Company issued 50,000 unregistered shares of the Company’s common stock in final settlement of a consulting agreement. The shares were valued at $1,787.
During May 2015, the Company issued 100,000 unregistered shares of the Company’s common stock in final settlement of an outstanding debt. The shares were valued at $22,775.
During June 2015, the Company issued 10,000 unregistered shares of the Company’s common stock as compensation. The shares were valued at $500.
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.
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, Related Parties:payable, related party:
On May 1, 2016, the Company issued a $35,000 note to a corporation owned by the Company’s CEO. The loan bears interest at 24% per annum and has a maturity date of December 31, 2016. $35,000 remains outstanding as of SeptemberJune 30, 2016.2017.
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.
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Glucose Health, Inc.
Notes to Condensed Financial Statements (Unaudited)
For the Three and Six Months Ended June 30, 2017 and 2016
Notes Payable:payable:
On September 15, 2016, the Company issued a $5,000 note to a corporation. The loan bears interest at 12% per annum and is payable on demand. As of June 30, 2017, $5,000 remains outstandingoutstanding.
On May 15, 2017, the Company issued an $18,000 note to a corporation. The loan bears interest at September12% per annum and is payable on demand. As of June 30, 2016.2017, $10,000 remains outstanding.
Convertible Notes Payable, Related Parties:notes payable, related party
DuringThe 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 and including April 1, 2016, the Company consolidated 18 separateinto a single convertible promissory notes in various principal amounts aggregating to a totalnote of $112,157, bearing 5% interest per annum andwith a pro-rata fixed conversion price of $0.011, plus $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.interest. The consolidation was for the purposepurposes of administrative simplification and no inducement ornor benefit was given to the corporation owned by the Company’s CEO. The current netAs of June 30, 2017, the note balance is $74,772, net of discount of $37,385.$112,157.
Convertible Notes Payable:notes payable:
DuringThe 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 and including April 1, 2016, the Company consolidated 20 separateinto a single convertible promissory notes in various principal amounts aggregating to a totalnote of $169,065, bearing 5% interest per annum andwith a pro-rata fixed conversion price of $0.008, plus $12,516 accrued interest not subject to additional interest and a pro-rata fixed conversion price of $0.008 in favor of a corporation.interest. The consolidation was for the purposepurposes of administrative simplification and no inducement ornor benefit was given to the corporation. The current netAs of June 30, 2017, the note balance is $110,760, net of discount of $56,355.$161,820.
On May 18, 2016, the Company issued a $30,000 note to a corporation. The loan bears interest at 24% per annum and has a maturity date of July 18, 2016. On July 21, 2016, the loan was repaid in full.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 SeptemberJune 30, 2016.2017.
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 SeptemberJune 30, 2016.
On June 11, 2013, the Company issued three convertible notes to three corporations. The loans bear interest at 5% per annum with fixed conversion prices of $0.0065 and maturity dates of August 11, 2013. $18,377 remains outstanding as of September 30, 2016.2017.
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.individual. $6,000 remains outstanding at SeptemberJune 30, 2016.2017.
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 Septemberat June 30, 2016.2017.
At SeptemberJune 30, 2016,2017, accrued interest on all of above notes and convertible notes payable amounted to $33,081.$37,152.
NOTE 5 - INTELLECTUAL PROPERTY |
On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the "Glucose“Glucose Health Natural Blood Sugar Maintenance"Maintenance” product for the purchase price of 300,000 unregistered shares of the Company'sCompany’s common stock from a company beneficially owned by the Company'sCompany’s CEO, Murray Fleming. 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. 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.
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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 |
From time to time, we may be involved in litigation in the ordinary course of business. 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.
Operating Agreements
On January 8, 2016, we signed a Supplier Agreement with Wal-Mart Stores Inc. 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, 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.
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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation CAUTIONARY NOTE REGARDING FORWARD LOOKING STATMENTS
Some of the statements in this report are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. 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. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a penny stock issuer and thus we may not rely on the statutory safe harbor from liability for forward-looking statements. Further, Section 27A(b)(2)(D) of the Securities Act of 1933 and Section 21E(b)(2)(D) of the Securities Exchange Act of 1934 expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with any offering.
On
On January 6, 2016, the Company executed a General Merchandise Supplier Agreement ("Agreement") with
On January 27, 2016, the Company notified OTC Markets, Inc. of its intention to not renew its OTCQB service. The Company filed Form 8-A12G in fiscal 2015 registering a class of securities under the 1934 Securities Exchange Act. Accordingly, the Company does not make use of the OTC Markets Disclosure and News Service and instead files its periodic and annual reports and audited financial statements with the Securities and Exchange Commission.
On February 4, 2016, the Company's Chief Executive Officer and Chief Financial Officer, Murray Fleming, was appointed to the
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
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,
Our Plan of Operation for the Next Twelve
Our principal business strategy for the next twelve months will be to implement marketing and sales Use of Estimates The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with
Results of Operations The following discussion should be read in conjunction with our unaudited financial statements and related footnotes included in Item 1 of this periodic report. 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 June 30, 2017 as compared to the three months ended June 30, 2016 Revenues 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 Gross profit 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 Operating expenses 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 Revenues 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.
Gross profit 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 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
At June 30, 2017 and Going Concern
Our
Material Commitments Notes payable, related party: On May 1, 2016, the Company issued a $35,000 note to a corporation owned by the Company’s CEO. The loan bears interest at 24% per annum and has a maturity date of December 31, 2016. $35,000 remains outstanding as of June 30, 2017. Notes payable: On September 15, 2016, the Company issued a $5,000 note to a corporation. The loan bears interest at 12% per annum and is payable on demand. 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 The Company consolidated 18 separate convertible promissory notes of various principal amounts and fixed conversion prices, all bearing 5% interest per annum, issued to a corporation owned by the Company’s CEO during the period from August 4, 2014 through April 1, 2016, into a single convertible promissory note of $112,157, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.011, plus $5,939 accrued interest not subject to additional interest. The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the corporation owned by the Company’s CEO. 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 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. 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 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 June 30, 2017. On January 25, 2013, the Company issued a $12,000 note to an individual. $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 June 30, 2017. At June 30, 2017, accrued interest on all notes and convertible notes amounted to $37,152.
Off-Balance Sheet Arrangements We have no-off balance sheet contractual arrangements, as that term is defined in Item 303(a)(4) of Regulation S-K.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Item 4. Controls and Procedures
Pursuant to Rules 13a-15(b) and
Changes in Internal Control Over Financial Reporting
There Limitations on Internal Controls In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the
During
During May
During May During June 2017, the Company issued 185,740 unregistered shares of common stock to a corporation for conversion of
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.
All issuances referenced above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act; they understood the economic risk of an investment in the securities; and they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. The sales were made to sophisticated or accredited investors, as defined in Rule 501(a). Further, we gave the purchasers the opportunity to ask questions and receive answers concerning the terms and conditions and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense necessary to verify the accuracy of information furnished. At a reasonable time prior to the sale of securities, we advised the purchasers of the limitations on resale in the manner contained in Rule 502(d) 2. Neither we, nor any person acting on our behalf, sold the securities by any form of general solicitation or general advertising.
Use of Proceeds of Registered Securities.
Shares of our common stock are subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from
Issuer Purchases of Equity
The Company did not repurchase any shares of common stock during the period ending
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosure
___________ **XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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