Glucose Health, Inc. 10-K

Item 8. Financial Statements The financial statements required by Item 8 are presented in the following order: GLUCOSE HEALTH INC. INDEX TO FINANCIAL STATEMENTS Financial Statements: Report of Independent Registered Public Accounting Firms F-2 Balance Sheets as of December 31, 2014 and 2013 F-4 Statements of Operations for the Years Ended December 31, 2014 and 2013 F-5 Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2014 and 2013 F-6 Statements of Cash Flows For the Years Ended December 31, 2014 and 2013 F-7 Notes to Financial Statements F-8 F-1 Messineo & Co., CPAs LLC 2471 N McMullen Booth Road, Suite 302 Clearwater, FL 33759-1362 T: (518) 530-1122 F: (727) 674-0511 Report of Independent Registered Public Accounting Firm To the Board of Directors of Glucose Health Inc. We have audited the accompanying balance sheet of Glucose Health, Inc. (the "Company") as of December 31, 2014, and the related statements of operations, changes in stockholders' deficit and cash flows for the year ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company as of December 31, 2013 and for the year then ended were audited by other auditors, whose report dated June 20, 2014, express an unqualified opinion on those financial statements and also included an explanatory paragraph that raise substantial doubt about the Company’s ability to continue as a going concern. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and its results of operations, and cash flows for the year ended December 31, 2014 in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in process of executing its business plan and expansion. The Company has not generated significant revenue to this point, has recurring operating losses, working capital deficiencies, negative cash flows from operating activities, and a stockholders’ deficit. The lack of profitable operations and the need to continue to raise funds raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Messineo & Co, CPAs, LLC Clearwater, Florida March 24, 2015 F-2 Report of Independent Registered Public Accounting Firm To the Directors of Glucose Health Inc. (f/k/a Bio-Solutions Corp.) We have audited the accompanying balance sheets of Glucose Health, Inc. (the "Company") as of December 31, 2013, and the related statements of operations, changes in stockholders' deficit and cash flows for the year ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Glucose Health Inc. as of December 31, 2013, and the results of its statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2013 in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in process of executing its business plan and expansion. The Company has not generated significant revenue to this point, however, has been successful in raising funds in their private placement. The lack of profitable operations and the need to continue to raise funds raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Anton & Chia, LLP Newport Beach, California June 20, 2014 F-3 GLUCOSE HEALTH INC. (F/K/A BIO-SOLUTIONS CORP.) BALANCE SHEETS DECEMBER 31, DECEMBER 31, 2014 2013 ASSETS CURRENT ASSETS Cash $ 4,871 $ 711 Inventory - 24,879 Prepaid expenses 38,859 - Total current assets 43,730 25,590 Other Asset Intellectual assets, net of accumulated amortization of $0 and $0, respectively 300 - TOTAL ASSETS $ 44,030 $ 25,590 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 154,659 $ 144,633 Notes payable 7,747 6,000 Note payable, related party - 1,672 Convertible notes payable, related parties 23,927 - Convertible notes payable 138,249 71,043 Total current liabilities 324,582 223,348 TOTAL LIABILITIES 324,582 223,348 COMMITMENT AND CONTINGENCIES STOCKHOLDERS' DEFICIT Preferred stock, $ no par value, 1,000 shares authorized, 1,000 and -0- shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively 113,200 - Common stock, $0.001 par value, 200,000,000 shares authorized, 1,309,825 and 377,456 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively (1) 1,310 377 Additional paid in capital 5,228,346 4,761,836 Stock subscription 23,000 34,400 Deferred compensation - (17,372 ) Accumulated other comprehensive loss (75,278 ) (75,278 ) Accumulated deficit (5,571,130 ) (4,901,721 ) Total stockholders' deficit (280,552 ) (197,758 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 44,030 $ 25,590 ____________ (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 See auditor's report and notes to the audited financial statements F-4 GLUCOSE HEALTH INC. (F/K/A BIO-SOLUTIONS CORP.) STATEMENTS OF OPERATIONS YEAR ENDED YEAR ENDED DECEMBER 31, 2014 DECEMBER 31, 2013 REVENUE $ 2,739 $ 224 COST OF REVENUES Cost of revenues 2,636 2,315 Inventory impairment 20,829 - Total Cost of Revenues 23,464 2,315 GROSS LOSS (20,725 ) (2,091 ) OPERATING EXPENSES Professional 504,192 1,027,696 General and administrative 16,299 39,497 Research and development 4,000 - Impairment - 200,000 Total Operating Expenses 524,491 1,267,193 LOSS FROM OPERATIONS (545,216 ) (1,269,284 ) OTHER INCOME (EXPENSE) Interest income (expense) (109,631 ) (168,862 ) Loss on conversion of debt (14,562 ) (21,000 ) Total other expense (124,193 ) (189,862 ) LOSS BEFORE IMCOME TAXES (669,409 ) (1,459,146 ) PROVISION FOR (BENEFIT FROM) INCOME TAXES - - NET LOSS $ (669,409 ) $ (1,459,146 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED (2) 675,155 297,225 NET LOSS PER SHARE - BASIC AND DILUTED $ (0.99 ) $ (4.91 ) ______________ (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 See auditor's report and notes to the audited financial statements F-5 GLUCOSE HEALTH INC. (F/K/A BIO-SOLUTIONS CORP.) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Preferred Stock Common Stock Additional Paid-In Stock To Be Deferred Accumulated Accumulated Other Comprehensive Shares Amount Shares Amount Capital Issued Compensation Deficit Loss Total Balance - December 31, 2012 (3) - $ - 202,172 $ 203 $ 3,689,850 $ - $ (150,000 ) $ (3,442,575 ) $ (75,278 ) $ 22,200 Common shares issued for services 107,450 107 760,941 761,048 Common shares issued for settlement of notes payable 66,834 66 131,699 131,765 Common shares issued for settlement of accounts payable 1,000 1 6,374 6,375 Stock to be issued - 34,400 34,400 Discounts on shares issued for notes payable 172,972 172,972 Q312: Amortization of deferred compensation - 132,628 132,628 Net loss for the year (1,459,146 ) - (1,459,146 ) Balance - December 31, 2013 (3) - $ - 377,456 $ 377 $ 4,761,836 $ 34,400 $ (17,372 ) $ (4,901,721 ) $ (75,278 ) $ (197,758 ) Preferred shares issued for compensation under employment agreement 1,000 113,200 - 113,200 Common shares issued for compensation under employment agreement 300,000 300 113,700 114,000 Common shares issued for services 124,124 124 115,038 115,162 Common shares issued for liability for stock to be issued 16,000 16 14,384 14,400 Common shares issued for settlement of notes payable 191,983 192 54,596 54,788 Common shares issued for Glucose Health Natural Blood Sugar Maintenance product acquisition 300,000 300 - 300 Options issued for service - - 51,850 51,850 Discounts on shares issued for notes payable 116,943 116,943 Stock to be issued (11,400 ) (11,400 ) Amortization of deferred compensation 17,372 17,372 Factional shares issued 263 1 (1 ) - - Net loss for the year (669,409 ) - (669,409 ) Balance - December 31, 2014 (3) 1,000 $ 113,200 1,309,825 $ 1,310 $ 5,228,346 $ 23,000 $ - $ (5,571,130 ) $ (75,278 ) $ (280,552 ) ___________ (3) 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 See auditor's report and notes to the audited financial statements F-6 GLUCOSE HEALTH INC. (F/K/A BIO-SOLUTIONS CORP.) STATEMENTS OF CASH FLOWS YEAR ENDED YEAR ENDED DECEMBER 31, 2014 DECEMBER 31, 2013 OPERATING ACTIVITIES: Net loss $ (669,409 ) $ (1,459,146 ) Adjustments to reconcile net loss to net cash used in operating activities: Impairment expense - 200,000 Inventory write down 14,402 - Common stock issued for services 372,725 925,679 Amortization of note discount 100,098 172,972 Loss on conversion of debt 14,562 21,000 Change in assets and liabilities (Increase) decrease in inventory 10,477 (24,879 ) (Increase) in prepaids - - Increase in accounts payable and accrued expenses 21,793 32,389 Total adjustments 534,057 1,327,161 Net cash used in operating activities (135,352 ) (131,985 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes and loans payable 139,512 134,220 Principal payments on notes and loans payable - (2,600 ) Net cash provided by financing activities 139,512 131,620 NET INCREASE (DECREASE) IN CASH 4,160 (365 ) CASH - BEGINNING OF PERIOD 711 1,076 CASH - END OF PERIOD $ 4,871 $ 711 NONCASH OPERATING AND INVESTING ACTIVITIES: Conversion of notes payable and accrued interest to common stock $ 54,788 $ 131,765 Cancellation for 600,000 shares of common stock to settle liabilities $ 21,000 $ - Conversion of liability to common stock $ - $ 6,375 Acquisition of intellectual property of Glucose Health Natural Blood Sugar Maintenance product for common shares $ 300 $ - See auditor's report and notes to the audited financial statements F-7 GLUCOSE HEALTH INC. (F/K/A BIO-SOLUTIONS CORP.) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION On March 27, 2007, Glucose Health, Inc. (f/k/a. Bio-Solutions Corp.) was incorporated in the State of Nevada. The Company was a manufacturer of a pre-mix for chicken integrators called Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil. The Company is also the distributor of GreenEx™ in Africa. GreenEx™ is a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti), a naturally occurring bacterium that produces a crystalline protein toxin (cystal) toxic for mosquitoes, vectors of malaria. On June 30, 2010, the board of directors approved the increase of the authorized shares of common stock from 75,000,000 to 90,000,000. In addition the board approved a 1.20 to 1 stock split. All shares have been reflected retroactively in accordance with SAB Topic 14C. On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for consumers informed of the dangers of Type 2 diabetes. During October 2011, the Company decided to abandon the former operations to focus solely on the Type2 Defense product. All inventories from the former products were written off as of October 1, 2011. During October 2012, the board of directors increased the number of common shares authorized from 90,000,000 to 200,000,000 shares. The first production run of the Company’s Type2 Defense product was completed during 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 from our www.Type2Defense.com website. The first sale was completed in July 2013. Since the Company generated nominal revenues from our Type2 Defense product in the fiscal year ended December 31, 2013, 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 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 on January 14, 2014. As of January 29, 2014, the Company obtained the 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 authorized common stock remaining at 200,000,000 shares. The effective date of the above corporate action was February 26, 2014. On April 8, 2014, the Company appointed James Hodge Chairman 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. Messrs. William Gallagher and Thomas Metzger Ph.D. agreed to resign from the board and accept other duties for the Company. F-8 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, Chief Financial Officer, resigned from the Company. In addition, James Hodge, Chairman of the board of directors was appointed interim Chief Executive Officer and Chief Financial Officer. On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015. Mr. Fleming was compensated with 300,000 unregistered shares of the Company’s common stock. 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 beneficially owned by Murray Fleming, our CEO, for 300,000 unregistered shares of the Company’s common stock. On October 1, 2014, Mr. Fleming beneficially owned 600,000 shares or 50.1% of the outstanding shares of the Company’s common stock, which resulted in a change in control of the Company. Although we intend to market our new Glucose Health product on Amazon.com, our principal marketing focus will be channel sales through national and regional pharmacy retailers. In this regard, we retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations and procedures, necessary, in part, to achieve such channel sales, to assist us. 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 authorize 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 1000 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 board of directors voted to extend the existing consulting contract with the Company’s CEO, Murray Fleming, for an additional 12 months, without further compensation, in exchange for the issuance to Mr. Fleming, of the 1000 Series A Special Preferred Shares. A Certificate of Designation for the Series A Special Preferred Shares was filed with the Nevada Secretary of State and effective on December 1, 2014. On December 15, 2014, the Company submitted its application to OTC Markets Group Inc. for inclusion in the OTCQB tier of quoted securities. In addition, the Company’s new ticker symbol, GLUC, was included on the Financial Industry Regulatory Authority’s (FINRA) Daily List with an effective date of December 15, 2014. F-9 Going Concern These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has generated losses totaling $5,571,130 since inception and needs to raise additional funds to carry out its business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue operations. The Company has had very little operating history to date. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company estimates it will require $180,000 in capital to continue operations for fiscal 2015. Besides generating revenues from current operations, the Company may need to raise additional capital to expand operations to a point at which the Company can achieve profitability. The terms of equity that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company’s officer and directors may need to contribute funds to sustain operations. 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 assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those 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. The Company previous operated in Canada and certain accounts of the Company were reflected in currencies other than the U.S. dollar. Effective January 1, 2013, the Company changed its functional currency from the Canadian dollar to the US dollar and combined the accounting records into a single set of books based on the currency translation rate at January 1, 2013. Prior to January 1, 2013, the Company recorded translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions were included in other income (expense) in the results of operations. Cash Flow Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. F-10 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 December 31, 2014 and 2013. The Company maintains cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. Prepaid Expenses The Company considers all items incurred for future service to be prepaid expenses. As of December 31, 2014 and 2013, the Company had prepaid expenses of $38,859 and $0, respectively, comprised of the issuance of unregistered shares of the Company’s common stock to consultants. Recoverability of Long-Lived Assets The Company reviews their long-lived assets on a periodic basis, namely intellectual property, whenever events and changes in circumstances have occurred which may indicate a possible impairment. 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 intellectual property 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 intellectual property is impaired, the Company compares the fair value of the reporting unit to which the intellectual property is assigned to the reporting unit’s carrying amount, including intellectual property. 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 intellectual property to its carrying amount. In calculating the implied fair value of reporting unit intellectual property, 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 intellectual property. We make critical assumptions and estimates in completing impairment assessments of intellectual property 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 an 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 an 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 fiscal year 2014, we recorded no impairment charges related to other intangible assets. During the fiscal year ended December 31, 2013, the Company recorded impairment charge related to other intangible assets in the amount of $200,000. F-11 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 December 31, 2013. 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. 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. Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of December 31, 2014, 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. The tax years for 2009 to 2013 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. F-12 Revenue Recognition The Company currently has nominal revenues. Once the Company generates revenues from the sales of our products, the following criteria for revenue recognition will be utilized: 1) Persuasive evidence of an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed or determinable, and 4) collectable is reasonably assured. 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. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment only if there is sufficient disincentive to ensure performance or (ii) the date at which the counterparty's performance is complete. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. (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 December 31, 2014, the total shares issuable upon conversion of convertible notes payable would be approximately 32,622,000 shares of the Company’s common stock. During April 2014, a consultant was granted the right to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.25 per share each quarter ending May 10, 2015 (an aggregate of 150,000 shares). The rights expire on May 10, 2017. Inventory Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes finished goods. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs. As of December 31, 2014, the Company had inventory of $0. On April 1, 2014, the Company wrote down the inventory value to $15 per unit of product. A charge of $7,972 was recorded in the accompanying statement of operations. On December 31, 2014, the Company wrote down the inventory value to $0. A charge of $12,857 was recorded in the accompanying statement of operations. With the acquisition of the Glucose Health Natural Blood Sugar Maintenance™ product in October 2014, the Company will discontinue manufacturing the Type2 Defense product. F-13 Recent Issued Accounting Standards In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation . As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting . Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIT) During January 2013, a consultant was granted 3,000 registered shares of the Company’s common stock pursuant to its S-8 registration filed in March 2013 for website services. The shares were valued at $15,000 or $5.00 per share. The shares were issued on March 8, 2013. Compensation was calculated at the fair market value of the shares at the date earned. During January 2013, a consultant was granted 4,000 registered shares of the Company’s common stock pursuant to its S-8 registration filed in March 2013 for legal services to the Company. The shares were valued at $26,000 or $6.50 per share. The shares were issued on March 8, 2013. Compensation was calculated at the fair market value of the shares at the date earned. F-14 During January 2013 a consultant was issued 4,000 unregistered shares of the Company’s common stock for marketing services to the Company. These shares were valued at $26,000 or $6.50 per share. Compensation was calculated at the fair market value of the shares at the date earned. During January 2013 a consultant was granted 1,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company. These shares were valued at $6,000 or $6.00 per share. The shares were issued on April 23, 2013. Compensation was calculated at the fair market value of the shares at the date earned. During January 2013, a consultant was granted 1,250 registered shares of the Company’s common stock in pursuant to its S-8 registration filed March 2013 for marketing services to the Company. The shares were valued at $6,938 or $5.55 per share. The shares were issued on March 8, 2013. Compensation was calculated at the fair market value of the shares at the date earned. During January 2013, a consultant was granted 9,000 registered shares of the Company’s common stock pursuant to its S-8 registration filed March 2013 for marketing services to the Company. The shares were valued at $50,000 or $5.56 per share. The shares were issued on March 15, 2013. Compensation was calculated at the fair market value of the shares at the date earned. During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 8,852 unregistered shares of the Company’s common stock at $3.50 per share, the conversion price as stated in the convertible promissory note. During February 2013, a consultant was granted 9,000 registered shares of the Company’s common stock pursuant to its S-8 registration filed March 2013 for marketing services to the Company. The Company issued 6,000 shares on April 23, 2013 and issued the remaining 3,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement. The 6,000 shares were valued at $56,700 or $9.45 per share and the 3,000 shares were valued at $19,500 or $6.50 per share for an aggregate of $76,200. Compensation was calculated at the fair market value of the shares at the date earned. During March 2013, a consultant was granted 9,000 registered shares of the Company’s common stock pursuant to its S-8 registration filed March 2013 for marketing services to the Company. The Company issued 6,000 shares on April 22, 2013 and issued the remaining 3,000 shares on June 10, 2013 upon fulfilling certain performance obligations under the agreement. The 6,000 shares were valued at $69,000 or $11.50 per share and the 3,000 shares were valued at $19,500 or $6.50 per share for an aggregate of $88,500. Compensation was calculated at the fair market value of the shares at the date earned. On March 4, 2013, the Company filed a Form S-8 with the Security and Exchange Commission. The 2013 Stock Incentive Plan may issue up to 30,000,000 registered shares of the Company’s common stock for services to the Company. The Company granted 26,375,000 (52,750 post reverse split shares) shares under this plan during the years ended December 31, 2014 and 2013. During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,091 including interest was converted into 883 unregistered shares of the Company’s common stock at $3.50 per share, the conversion price as stated in the convertible promissory note. During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 3,547 unregistered shares of the Company’s common stock at $1.25 per share. The shares were issued on April 3, 2013, the conversion price as stated in the convertible promissory note. During April 2013, the Company issued 1,000 registered shares of the Company’s common stock in their S-8 registration filed March 2013 to settle an accounts payable. These shares were valued at $6.38 per share or $6,375. The settlement was calculated at the fair market value of the shares at the date earned. During April 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $10,266 including interest was converted into 2,933 unregistered shares of the Company’s common stock at $3.50 per share, the conversion price as stated in the convertible promissory note. F-15 During May 2013 a consultant was granted 200 unregistered shares of the Company’s common stock for investor relation services to the Company. These shares were valued at $1,410 or $7.05 per share. Compensation was calculated at the fair market value of the shares at the date earned. During May 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,175 including interest was converted into 2,050 unregistered shares of the Company’s common stock at $3.50 per share, the conversion price as stated in the convertible promissory note. During June 2013, a director was issued 5,000 unregistered shares of the Company’s common stock for marketing services compensation. These shares were valued at $7.50 per share or $37,500. Compensation was calculated at the fair market value of the shares at the date earned. During June 2013, an employee was issued 7,000 unregistered shares of the Company’s common stock for website services and salary compensation. These shares were valued at $7.50 per share or $52,500. Compensation was calculated at the fair market value of the shares at the date earned. During June 2013, a consultant was issued 5,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation. These shares were valued at $7.50 per share or $37,500. Compensation was calculated at the fair market value of the shares at the date earned. During June 2013, William Gallagher, our former Chief Executive Officer, was issued 30,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011. These shares were valued at $7.50 per share or $225,000. Compensation was calculated at the fair market value of the shares at the date earned. During June 2013, a consultant was issued 5,000 unregistered shares of the Company’s common stock for investor relations compensation. These shares were valued at $7.50 per share or $37,500. Compensation was calculated at the fair market value of the shares at the date earned. During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 3,075 unregistered shares of the Company’s common stock at $2.50 per share, the conversion price as stated in the convertible promissory note. During July 2013, a consultant was granted 4,000 unregistered shares of the Company’s common stock for investor relations services compensation. These shares were valued at $5.00 per share or $20,000. Compensation was calculated at the fair market value of the shares at the date earned. The shares have not been issued as of March 30, 2015. During August 2013, a consultant was granted 15,000 registered shares of the Company’s common stock pursuant to its S-8 registration filed March 2013 for marketing services and creating an infomercial for the Company. The shares were valued at $75,000 or $5.00 per share. Compensation was calculated at the fair market value of the shares at the date earned. During August 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $12,500 was converted into 2,500 unregistered shares of the Company’s common stock at $5.00 per share, the conversion price as stated in the convertible promissory note. During September 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 3,075 unregistered shares of the Company’s common stock at $2.5 per share, the conversion price as stated in the convertible promissory note. F-16 During September 2013, a third party purchased a $12,000 demand promissory note dated January 25, 2013 from one of the Company’s investors. According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $.01 per share. The third party partially converted $6,000 of the demand promissory note into 12,000 unregistered shares of the Company’s common stock at $0.50 per share. In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price. The fair market value on the date of conversion was $2.25 per share. During November 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $5.00 per share and to $0.75 per share. The amount totaled $10,750 including interest was converted into 14,333 unregistered shares of the Company’s common stock at $0.75 per share, the conversion price as stated in the convertible promissory note. During December 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $2.50 per share and to $0.75 per share. The amount totaled $10,189 including interest was converted into 13,585 unregistered shares of the Company’s common stock at $0.75 per share, the conversion price as stated in the convertible promissory note. During December 2013, a consultant was granted 16,000 unregistered shares of the Company’s common stock for a clinical research study on our Type2Defense product. These shares were valued at $0.90 per share or $14,400. The shares were issued in January 2014. Compensation was calculated at the fair market value of the shares at the date earned. During January 2014, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $12,849 including interest was converted into 17,132 unregistered shares of the Company’s common stock at $0.75 per share, the conversion price as stated in the convertible promissory note. On January 6, 2014, the Company agreed to modify the terms of this $12,500 convertible promissory notes dated May 27, 2013. The conversion rate was reduced from $5.00 per share to $0.75 per share. The Company recognized a loss on extinguishment of $14,562 resulting from the debt modification. During March 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $4,000 was converted into 16,000 unregistered shares of the Company’s common stock at $0.25 per share, the conversion price as stated in the convertible promissory note. During March 2014, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $13,151 including interest was converted into 13,171 unregistered shares of the Company’s common stock at $0.999 per share, the conversion price as stated in the convertible promissory note. During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company. The firm will be compensated with 7,200 unregistered shares of the Company’s common stock payable in increments of 600 shares per month for twelve (12) months starting on April 1, 2014. During 2014, the Company issued 7,200 unregistered shares of the Company’s common stock which were valued at $0.52 per share or $3,732 to fully satisfy the March 2014 agreement. Compensation was calculated at the fair market value of the shares at the date earned. On April 7, 2014, the Company terminated the Marketing Services Agreement Dated July 24, 2013 between the Company and Damon R Devitt to produce an infomercial for the Type2 Defense product. The Company issued 15,000 S-8 shares to Mr. Devitt at $0.755 per share on April 15, 2014. F-17 During April 2014, Thomas E. Metzger, Ph.D., Chief Executive Officer and director resigned from the Company’s board of directors. Mr. Metzger signed a twelve (12) month consulting agreement for services rendered to the Company. Mr. Metzger received five thousand (5,000) unregistered shares of the Company’s common stock in consideration for services rendered to the Company. These shares were valued at $0.755 per share or $3,375. In addition, the Company agreed to pay Mr. Metzger $18,000 for the twelve month consulting period. In lieu of cash, the Company will issue unregistered shares of the Company’s common stock at September 4, 2014 equal to $18,000 with a cap of 5,000 unregistered shares of the Company’s common stock which shall be determined based on the average closing price of the Company’s common stock, as publicly traded, during the last five (5) business days prior to September 8, 2014. On July 22, 2014, Mr. Metzger resigned from the Company and the board approved issuing Mr. Metzger 5,000 shares due September 4, 2014 according to the April 2014 agreement in July 2014. These shares were valued at $0.985 per share or $4,925. Compensation was calculated at the fair market value of the shares at the date earned. During April 2014, James Hodge, the Company’s Chairman of the board of directors, was issued 5,000 unregistered shares of the Company’s common stock for joining the Company’s board. These shares were valued at $0.755 per share or $3,775. In addition, the Company agreed to pay Mr. Hodge $4,500 per quarter for the twelve month consulting period and aggregate of $18,000. In lieu of cash, the Company will issue unregistered shares of the Company’s common stock starting June 30, 2014 which shall be determined based on the average closing price of the Company’s common stock, as publicly traded, during the last five (5) business days prior to the last day of each calendar quarter. During April 2014, Peggy Knight our Chief Marketing Officer was issued 15,000 unregistered shares of the Company’s common stock for marketing compensation. These shares were valued at $0.755 per share or $11,325. Compensation was calculated at the fair market value of the shares at the date earned. On June 27, 2014, the Company signed a one year consulting agreement with an individual to provide product marketing, endorsement and spokesperson services for the Company. The agreement began on May 10, 2014 and expires on May 10, 2015. The consultant will be compensated with 5,000 shares of the Company’s common stock. These shares were issued in July 2014. The shares were valued at $0.65 per share or $3,250. Compensation was calculated at the fair market value of the shares at the date earned. In addition, the consultant may purchase 50,000 shares of the Company’s common stock at an exercise price of $0.025 per share each quarter ending May 10, 2015 (an aggregate of 200,000 shares). Options were valued using the Black Scholes Method, resulting in a value of $103,700 of which $51,850 have vested and expense recognized in year 2014. The weighted average assumptions made in calculating the fair values of options granted during the years ended December 31, 2014 and 2013 are as follows: Years Ended December 31, 2014 2013 Expected volatility 197.1 % 0 % Expected dividend yield - - Risk-free interest rate .86 % 0 % Expected term (in years) 3.0 - On June 30, 2014, James Hodge, the Company’s Chairman of the board of directors, earned 6,923 shares of the Company’s restricted common stock for service to the Company. These shares were valued at $0.65 per share or $4,500. These shares were earned in accordance to Mr. Hodge’s April 2014 twelve month consulting agreement. The shares were issued in July 2014. Compensation was calculated at the fair market value of the shares at the date earned. On July 7, 2014, the Company signed a consulting agreement with an individual to provide website services for the Company. The agreement began on July 1, 2014 and expires on August 1, 2015. The consultant will be compensated with 60,000 shares of the Company’s common stock. The shares were issued in July 2014 and valued at $69,000 or $1.15 per share. Compensation was calculated at the fair market value of the shares at the date earned. F-18 During July 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $4,103 including accrued interest was converted into 16,412 unregistered shares of the Company’s common stock at $0.25 per share, the conversion price as stated in the convertible promissory note. During August 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,059 including accrued interest was converted into 12,235 unregistered shares of the Company’s common stock at $0.25 per share, the conversion price as stated in the convertible promissory note. During September 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $2,529 including accrued interest was converted into 10,115 unregistered shares of the Company’s common stock at $0.25 per share, the conversion price as stated in the convertible promissory note. On September 30, 2014, James Hodge, the Company’s Chairman of the board of directors, earned 5,000 shares of the Company’s restricted common stock for service to the Company. These shares were valued at $0.30 per share or $1,500. These shares were earned in accordance to Mr. Hodge’s April 2014 twelve month consulting agreement. Compensation was calculated at the fair market value of the shares at the date earned. The shares were issued in February 2015. 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 beneficially owned by our CEO, Murray Fleming. The seller, a related party, received 300,000 unregistered shares of the Company’s common stock, which were recorded at their par value of $0.001 per share, as the related party had a nominal historical basis for the property. On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12-month period ending October 1, 2015. Mr. Fleming was compensated with 300,000 unregistered shares of the Company’s common stock valued at $0.38 per share or $114,000. Compensation was calculated at the fair market value of the shares at the date earned. On October 1, 2014, Mr. Fleming beneficially owned 600,000 shares or 50.1% of the outstanding shares of the Company’s common stock, which resulted in a change in control of the Company. During November 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $250 was converted into 50,000 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note. During November 2014, Murray Fleming, the Company CEO was granted 1,000 shares of the Company’s preferred stock as compensation for serving the Company. The preferred stock was valued at $113.30 per share or $113,300 based on 50.1% of the Company’s market capitalization on the date of issuance. During December 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $285 including accrued interest was converted into 56,918 unregistered shares of the Company’s common stock at $0.005 per share, the conversion price as stated in the convertible promissory note. On December 31, 2014, James Hodge, the Company’s Chairman of the board of directors, earned 5,000 shares of the Company’s restricted common stock for service to the Company. These shares were valued at $0.122 per share or $1,500. These shares were earned in accordance to Mr. Hodge’s April 2014 twelve month consulting agreement. Compensation was calculated at the fair market value of the shares at the date earned. The shares were issued in February 2015. As of December 31, 2014, the Company has 1,309,825 shares of common stock issued and outstanding. F-19 NOTE 4 - NOTES PAYABLE December 31, 2014 December 31, 2013 Short – Term Loans (Including accrued interest of $247 and $0 as of December 31, 2014 and December 31, 2013, respectively) (A) $ 7,747 $ 6,000 Short – Term Loans – Related Party (Including accrued interest of $0 and $172 as of December 31, 2014 and December 31, 2013, respectively) $ - $ 1,672 Short – Term Loans – Convertible – Related Party (Including accrued interest of $460 and $0 as of December 31, 2014 and December 31, 2013, respectively and net of debt discount of $13,570 and $0 at December 31, 2014 and at December 31, 2013, respectively) (B) $ 23,927 $ - Short – Term Loans – Convertible (Including accrued interest of $8,827 and $2,821 as of December 31, 2014 and December 31, 2013, respectively and net of debt discount of $12,275 and $8,999 at December 31, 2014 and at December 31, 2013, respectively) (C) 138,249 71,043 Totals $ 169,923 $ 78,715 (A) Short – Term Loans On August 18, 2011, a former related party advanced $1,500 to the Company. The advance is evidenced by a demand promissory note bearing interest at 5% per annum. The unpaid balance including accrued interest was $1,747 and $1,672 at December 31, 2014 and December 31, 2013, respectively. On January 25, 2013, the Company issued a $12,000 promissory note to an individual. The loan bears interest at 5% and is payable on demand. On September 24, 2013, the note was sold to a third party and the accrued interest was forgiven. According to the release and settlement between the Company and the third party, the note may be converted into unregistered shares of the Company’s common stock for $0.50 per share. The third party converted $6,000 of the note into 12,000 unregistered shares of the Company’s common stock for $0.50 per share. In addition, the Company recorded a loss on conversion of debt for $21,000 in the accompanying statements of operations for the difference between the fair market value to the Company’s common stock and the conversion price. The fair market value on the date of conversion was $2.25 per share. The unpaid balance was $6,000 at December 31, 2014 and December 31, 2013. (B) Short – Term Loans – Convertible – Related Party On August 4, 2014, the Company issued an $8,000 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of February 4, 2015. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $8,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $8,167 at December 31, 2014. On September 3, 2014, the Company issued a $6,000 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of March 3, 2015. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $6,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $6,100 at December 31, 2014. F-20 On October 1, 2014, the Company issued a $4,625 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of April 1, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,405, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $4,683 at December 31, 2014. On October 15, 2014, the Company issued a $3,600 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of April 15, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.004 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $0, and no debt discount was recorded. The debt discount is amortized through the term of the note. The unpaid balance was $3,638 at December 31, 2014. On November 4, 2014, the Company issued a $6,850 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of May 4, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0025 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $4,110, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $6,907 at December 31, 2014. On November 8, 2014, the Company issued a $2,962 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of May 8, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.00475 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,837, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $2,981 at December 31, 2014. On December 1, 2014, the Company issued a $5,000 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of June 1, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.09 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $5,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $5,021 at December 31, 2014. (C) Short – Term Loans – Convertible On April 20, 2012, the Company issued a $2,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of October 20, 2012. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.009 per share. After the due date, the interest rate on the convertible note increased to 15%. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,083, and was recorded as debt discount. The debt discount was amortized through the term of the note. The unpaid balance including accrued interest was $3,391 and $3,016 at December 31, 2014 and December 31, 2013, respectively. The Company is not compliant with the repayment terms of the note. F-21 On May 10, 2012, the Company issued a $2,600 convertible note to William Gallagher, the Company’s former CEO. The loan bears interest at 5% and has a maturity date of November 10, 2012. In addition, at any time, William Gallagher may convert the note into shares of the Company’s common stock at an exercise price of $0.009 per share. After the due date, the interest rate on the convertible note increases to 15%. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $1,733, and was recorded as debt discount. The debt discount was amortized through the term of the note. During June and July 2013, the Company paid the principal and interest balance of $2,909 to William Gallagher. On July 18, 2012, the Company issued a $30,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of December 18, 2012. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $3.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $30,000, and was recorded as debt discount. The debt discount was amortized through the term of the note. During January and February 2013, $30,983 including accrued interest was converted into 8,852 unregistered shares of the Company’s common stock at $3.50 per share to fully satisfy the promissory note. On August 22, 2012, the Company issued a $3,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of January 22, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $3.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $3,000, and was recorded as debt discount. The debt discount was amortized through the term of the note. During March 2013, $3,091 including accrued interest was converted into 883 unregistered shares of the Company’s common stock at $3.50 per share to fully satisfy the promissory note. On October 19, 2012, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of April 19, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $3.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $3,000, and was recorded as debt discount. The debt discount was amortized through the term of the note. During April 2013, $10,266 including accrued interest was converted into 2,933 unregistered shares of the Company’s common stock at $3.50 per share to fully satisfy the promissory note. On November 23, 2012, the Company issued a $7,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of May 23, 2013. In addition, at any time, the individual may convert the note into shares of the Company’s common stock at an exercise price of $3.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $5,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. During May 2013, $7,175 including accrued interest was converted into 2,050 unregistered shares of the Company’s common stock at $3.50 per share to fully satisfy the promissory note. On January 28, 2013, the Company issued a $12,500 convertible note to a corporation. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to December 31, 2013 into shares of the Company’s common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $5.00 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $8,508, and was recorded as debt discount. The debt discount was amortized through the term of the note. During August 2013, $12,500 was converted into 2,500 unregistered shares of the Company’s common stock at $5.00 per share to satisfy the principal balance of the promissory note. The unpaid balance of accrued interest was $328 at December 31, 2014 and December 31, 2013. F-22 On January 30, 2013, the Company issued a $7,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of July 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $2.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $7,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. During August 2013, $7,688 including accrued interest was converted into 3,075 unregistered shares of the Company’s common stock at $2.50 per share to fully satisfy the promissory note. On February 20, 2013, the Company issued a $7,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of August 20, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $2.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $7,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. During September 2013, $7,688 including accrued interest was converted into 3,075 unregistered shares of the Company’s common stock at $2.50 per share to fully satisfy the promissory note. On February 26, 2013, the Company issued a $12,500 convertible note to a corporation. The loan bears interest at 5% and is payable on demand and may be converted at any time prior to January 31, 2014 into shares of the Company’s common stock. The conversion price shall be 80% of the average closing price of the stock for the ten (10) business days preceding the conversion notice. The conversion price shall not be lower than $0.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $1,705, and was recorded as debt discount. During March 2014, $13,151 including interest was converted into 13,171 unregistered shares of the Company’s common stock at $0.999 per share. The debt discount was amortized through the term of the note. The unpaid balance including accrued interest was $13,021 at December 31, 2013. On April 30, 2013, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of October 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $2.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount. The debt discount was amortized through the term of the note. On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $2.50 per share and to $0.75 per share. During November 2013, $10,750 including accrued interest was converted into 14,333 unregistered shares of the Company’s common stock at $0.75 per share to fully satisfy the promissory note. On April 30, 2013, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 10% and has a maturity date of October 30, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $5.00 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $4,800, and was recorded as debt discount. The debt discount was amortized through the term of the note. On November 7, 2013, the Company agreed to modify the terms of the convertible promissory note to reduce the conversion price from $5.00 per share to $0.75 per share. During December 2013, $10,189 including accrued interest was converted into 13,585 unregistered shares of the Company’s common stock at $0.75 per share to fully satisfy the promissory note. In addition, the fair value of the conversion option in connection with the note on the date of modification aggregated $5,200, and was recorded as debt discount. Since the note was past due, the debt discount was recognized as interest expense on the date of modification. F-23 On May 27, 2013, the Company issued a $12,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of November 27, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $2.50 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. On January 6, 2014, the Company agreed to modify the terms of this $12,500 convertible promissory notes dated May 27, 2013. The conversion rate was reduced from $2.50 per share to $0.75 per share. During January 2014, $12,849 including interest was converted into 17,132 unregistered shares of the Company’s common stock at $0.75 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $12,865 at December 31, 2013. On June 11, 2013, the Company issued a $6,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. The unpaid balance including accrued interest was $7,001 and $6,676 at December 31, 2014 and December 31, 2013, respectively. The Company is not compliant with the repayment terms of the note. On June 11, 2013, the Company issued a $6,222 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,393, and was recorded as debt discount. The debt discount was amortized through the term of the note. The unpaid balance including accrued interest was $6,702 and $6,391 at December 31, 2014 and December 31, 2013, respectively. The Company is not compliant with the repayment terms of the note. On June 11, 2013, the Company issued a $6,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of August 11, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. The unpaid balance including accrued interest was $7,001 and $6,676 at December 31, 2014 and December 31, 2013, respectively. The Company is not compliant with the repayment terms of the note. On June 18, 2013, the Company issued a $12,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of December 18, 2013. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.25 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,500, and was recorded as debt discount. The debt discount was amortized through the term of the note. During March 2014, $4,000 was converted into 16,000 unregistered shares of the Company’s common stock at $0.25 per share. During July 2014, $4,103 including accrued interest was converted into 16,412 unregistered shares of the Company’s common stock at $0.25 per share. During August 2014, $3,059 including accrued interest was converted into 12,235 unregistered shares of the Company’s common stock at $0.25 per share. During September 2014, $2,529 including accrued interest was converted into 10,115 unregistered shares of the Company’s common stock at $0.25 per share to fully satisfy the promissory note. The unpaid balance including accrued interest was $12,839 at December 31, 2013. F-24 On August 2, 2013, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of February 2, 2014. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount. The debt discount was amortized through the term of the note. During November 2014, $250 was converted into 50,000 unregistered shares of the Company’s common stock at $0.005 per share. During December 2014, $285 including accrued interest was converted into 56,918 unregistered shares of the Company’s common stock at $0.005 per share. The unpaid balance including accrued interest was $11,085 and $10,208 at December 31, 2014 and December 31, 2013, respectively. On December 10, 2013, the Company issued a $3,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of June 10, 2014. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.015 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $3,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance including accrued interest was $3,159 and $3,009 at December 31, 2014 and December 31, 2013, respectively. The Company is not compliant with the repayment terms of the note. On December 10, 2013, the Company issued a $5,000 convertible note to an individual. The loan bears interest at 5% and has a maturity date of June 10, 2014. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $0.015 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $5,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance including accrued interest was $5,264 and $5,014 at December 31, 2014 and December 31, 2013, respectively. The Company is not compliant with the repayment terms of the note. On April 8, 2014, the Company issued a $21,000 convertible note to a corporation. The loan bears interest at 8% and has a maturity date of October 8, 2014. On March 12, 2015, the repayment term were extended to December 31, 2015.In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $21,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance including accrued interest was $22,496 at December 31, 2014. On May 8, 2014, the Company issued a $21,000 convertible note to a corporation. The loan bears interest at 8% and has a maturity date of November 8, 2014. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $14,538, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance including accrued interest was $22,365 at December 31, 2014. F-25 On May 28, 2014, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of November 28, 2014. On March 12, 2015, the repayment term were extended to December 31, 2015.In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $7,538, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance including accrued interest was $10,375 at December 31, 2014. On June 23, 2014, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of December 23, 2014. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The individual contributed $5,000 in June 2014 and $5,000 in July 2014. The unpaid balance was $10,250 at December 31, 2014. On July 11, 2014, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of January 11, 2015. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $10,229 at December 31, 2014. On August 4, 2014, the Company issued an $8,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of February 4, 2015. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0065 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $8,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $8,167 at December 31, 2014. On September 3, 2014, the Company issued a $6,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of March 3, 2015. On March 12, 2015, the repayment term were extended to December 31, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $6,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $6,100 at December 31, 2014. On October 1, 2014, the Company issued a $4,625 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of April 1, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.005 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,405, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $4,683 at December 31, 2014. F-26 On November 4, 2014, the Company issued a $6,850 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of May 4, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.0025 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $4,110, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $6,907 at December 31, 2014. On December 1, 2014, the Company issued a $5,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of June 1, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.09 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $5,000, and was recorded as debt discount. The debt discount is amortized through the term of the note. The unpaid balance was $5,021 at December 31, 2014. As of December 31, 2014, the total short-term loans - convertible amounted to $188,021 which includes $9,287 of accrued interest. The conversion price of the notes were fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “ Derivatives and Hedging ” (“ASC 815”), the embedded conversion options of the note were not considered derivative liabilities. The beneficial conversion features of certain convertible notes are at a price below fair market value. The Company recorded interest expense on the debt discount of $100,098 and $96,864 for the years ended December 31, 2014 and 2013, respectively, in the accompanying statement of operations. In addition, the out-of-period adjustment at December 31, 2013 for the improperly valued beneficial conversion option of the Company’s convertible notes payable was a charge to interest expense of $58,272. NOTE 5 - PROVISION FOR INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The income tax provision (benefit) consists of the following: December 31, 2014 2013 Federal Current $ - $ - Deferred (1,894,184) (1,666,585 ) State and local Current - - Deferred - - (1,894,184 ) (1,666,585 ) Change in valuation allowance 1,894,184 1,666,585 Income tax provision (benefit) $ - $ - At December 31, 2014 and 2013, the Company had a net operating loss (“NOL’s”) carry forward in the amount of $5,571,130 and $4,901,721, respectively, available to offset future taxable income. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company has not filed its federal tax returns since inception and therefore, the NOL’s will not be available to offset future taxable income until the tax returns are filed with the respective federal tax authorities. F-27 A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended December 31, 2014 and 2013 is summarized below. 2014 2013 Federal statutory rate (34.0) % (34.0) % State income taxes, net of federal benefits 0.0 0.0 Valuation allowance 34.0 34.0 NOTE 6 - MAJOR CUSTOMERS The Company generated nominal revenues during the years ended December 31, 2014 and 2013. NOTE 7 - INTELLECTUAL PROPERTY On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement formulated to support healthy glucose levels for consumers informed of the dangers of Type 2 diabetes. The acquisition of Type2 Defense was paid for by the issuance of 40,000 shares of the Company’s common stock. The shares were valued at $200,000 or $5.00 per share based on the closing price of the Company’s common stock on September 26, 2011. The agreement also included the issuance of 20,000 shares of the Company’s common stock upon achieving certain operational milestones and an additional 20,000 shares of Company’s common stock upon reaching 1,500 customers. On November 4, 2011, an advance of 1,200 shares of the Company’s common stock related to the reaching of the 1,500 customers milestone in the original agreement was approved by the board of directors. The shares were valued at $5.50 per share or $6,600. The issuance of 20,000 shares of the Company’s common stock upon reaching 1,500 customers was reduced by the advance to 1,200 shares. During June 2013, the Company achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement. On June 18, 2013, the Company issued 20,000 shares to the Company’s former CEO for the Type2 Defense product meeting the operational milestones. The shares were valued at $7.50 per share or $150,000 and included as stock based compensation in the statement of operation in 2011. In addition, on June 18, 2013, an advance of 10,000 shares of the Company’s common stock related to reaching of 1,500 customers’ milestone in the original agreement was approved by the board of directors and issued to William Gallagher, the Company’s former CEO. The shares were valued at $7.50 per share or $75,000 and included as stock based compensation in the accompanying statement of operation in 2013. As of March 30, 2015 the milestone has not been achieved and the Type2 Defense product has been discontinued, the shares will not be issued. Since the Company has not been able to generate substantial revenues from the Type 2 Defense product since June 2013 and has produced only nominal sales of the product in 2014, the Company elected to write-off the $200,000 intellectual property for Type2 Defense as impaired. In addition, the Company no longer intends to manufacture additional Type2 Defense product. As of the current period, our remaining inventory of Type2 Defense product on-hand is -0- and remaining inventory placed with our online and fulfillment sales partner is 858 cases. On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product for the purchase price of 300,000 unregistered shares of the Company’s common stock from a company beneficially owned by the Company’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 $300. NOTE 8 - SUBSEQUENT EVENTS On January 7, 2015, the Company issued a $4,315 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of July 7, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.04 per share. On January 8, 2015, the Company issued an $8,750 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of July 8, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.04 per share. F-28 On January 8, 2015, the Company issued an $8,750 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of July 8, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.04 per share. During January 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $290 including accrued interest was converted into 58,092 unregistered shares of the Company’s common stock at $0.005 per share. On February 2, 2015, the Company issued a $12,500 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of August 2, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.031 per share. On February 2, 2015, the Company issued a $12,500 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of August 2, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.031 per share. During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $294 including accrued interest was converted into 58,750 unregistered shares of the Company’s common stock at $0.005 per share. On February 13, 2015, James Hodge, the Company’s Chairman of the board of directors, was issued 70,867 shares of the Company’s restricted common stock to fully satisfy his management consulting agreement dated April 4, 2014 for service to the Company. These shares were valued at $0.085 per share or $6,000. During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $295 including accrued interest was converted into 59,078 unregistered shares of the Company’s common stock at $0.005 per share. During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $296 including accrued interest was converted into 59,244 unregistered shares of the Company’s common stock at $0.005 per share. On March 2, 2015, the Company issued a $10,000 convertible note to a corporation. The loan bears interest at 5% and has a maturity date of September 2, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.025 per share. On March 2, 2015, the Company issued a $10,000 convertible note to a corporation owned by the Company’s CEO. The loan bears interest at 5% and has a maturity date of September 2, 2015. In addition, at any time, the holder may convert the note into shares of the Company’s common stock at an exercise price of $.025 per share. During March 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $270 including accrued interest was converted into 54,018 unregistered shares of the Company’s common stock at $0.005 per share. F-29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. (a) Former independent accountants. (i) On October 3, 2014, Bio-Solutions Corp. (“Registrant”) notified Anton & Chia, LLP (ANC) the Registrant’s independent registered public accounting firm, that it was being dismissed. (ii) The report of ANC on the consolidated financial statements of the Registrant as of and for the year ended December 31, 2013 did not contain an adverse opinion or a disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern. (iii) The decision to discontinue the audit services of ANC was approved by our Board of Directors. (iv) During the fiscal year ended December 31, 2013 and through October 6, 2014, there has been no disagreement with ANC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of ANC, would have caused ANC to make reference to the subject matter of the disagreement in its report. There have been no reportable events as provided in Item 304 (a)(1)(v) of Regulation S-K up to and including the dismissal of ANC except for the material weakness in its system of internal controls over financial reporting which ANC advised the Company existed. The controls designed were adequate for financial disclosures required for the preparation of the Company Form 10-Q and 10-K filings; however due to lack of resources in the Company’s accounting department the controls were not operating effectively. The Company’s board of directors discussed this issue with ANC. ANC has been fully authorized by the Company to answer all inquiries of ANC concerning the controls that were not operating effectively. There are no limitations placed on ANC or ANC concerning the inquiry of any matter related to the Company’s financial reporting. (v) We have provided ANC with a copy of this disclosure and have requested that ANC furnish us with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of the letter from ANC, dated October 6, 2014 is filed as Exhibit 16.1 to this Form 8-K. (b) New independent accountants. (i) On October 3, 2014, we retained Messineo & Co, CPAs, LLC (MCO) as our new independent registered public accounting firm to review Registrant’s financial statements for the Quarter ended September 30, 2014 and audit the fiscal year ending December 31, 2014. Our board of directors approved the appointment. (ii) During the Company’s two most recent fiscal years and any subsequent interim period preceding such engagement, we have not previously consulted with MCO on the application of accounting principles to a specified transaction, or on the type of audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a disagreement between the Company and MCO or was a reportable event. In addition, the Company did not consult with MCO regarding the material weakness of the Company’s internal control over financial reporting prior to engaging MCO. 19