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Item 8. Financial Statements and Supplementary Data

2016-04-14 compared with 2015-03-30 · 244 added, 587 removed, 407 unchanged (67% of the section changed)

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Notes to Financial Statements

Messineo & Co., CPAs LLC

2471 N McMullen Booth Road, Suite 302

Clearwater, FL 33759-1362

(518) 530-1122

(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

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.

(the "Company") as of December 31, 2015 and 2014, and the related statements of operations, changes in stockholders' deficit and cash flows for the years then ended.

These financial statements are the responsibility of the Company's management.

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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.

as of December 31, 2015 and 2014, and the results of its statements of operations, changes in stockholders' deficit, and cash flows for the years then ended, in conformity with U.S.

generally accepted accounting principles.

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Newport Beach, California

June 20, 2014

April 14, 2016

GLUCOSE HEALTH, INC.

(F/K/A BIO-SOLUTIONS CORP.)

BALANCE SHEETS

DECEMBER 31, 2015

DECEMBER 31, 2014

CURRENT ASSETS

Accounts receivable

Due from affiliate

Prepaid expenses

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Notes payable

Note payable, related party

Convertible notes payable, related parties

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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

Preferred stock, $ no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of December 31, 2015 and December 31, 2014

Common stock, $0.001 par value, 200,000,000 shares authorized, 2,451,888 and 1,309,825 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively (1)

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Stock subscription

Deferred compensation

Accumulated other comprehensive loss

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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

_______________

(1) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014.

See auditor's report and notes to the audited financial statements

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

GLUCOSE HEALTH, INC.

(F/K/A BIO-SOLUTIONS CORP.)

STATEMENTS OF OPERATIONS

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Total Cost of Revenues

GROSS PROFIT/(LOSS)

OPERATING EXPENSES

General and administrative

Professional fees/stock based compensation

Research and development

General and administrative

Total Operating Expenses

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Loss on conversion of debt

Gain on forgiveness of accounts payable

Total other expense

LOSS BEFORE IMCOME TAXES

LOSS BEFORE INCOME TAXES

PROVISION FOR (BENEFIT FROM) INCOME TAXES

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NET LOSS PER SHARE - BASIC AND DILUTED

______________

(2) The common stock shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in February 2014 and 50 to 1 reverse split, which was effective in November 2014.

See auditor's report and notes to the audited financial statements

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

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

Accumulated Other

Comprehensive

Balance - December 31, 2013 (3)

Common shares issued for services

Common shares issued for settlement of notes payable

Common shares issued for settlement of accounts payable

Stock to be issued

Discounts on shares issued for notes payable

Amortization of deferred compensation

Net loss for the year

Balance - December 31, 2013 (3)

Preferred shares issued for compensation under employment agreement

Common shares issued for compensation under employment agreement

$ (17,372 ) $ (4,901,721 ) $ (75,278 ) $ (197,758 )

Preferred shares issued for compensation under

employment agreement

Common shares issued for compensation under

employment agreement

Common shares issued for services

Common shares issued for liability for stock to be issued

Common shares issued for settlement of notes payable

Common shares issued for Glucose Health Natural Blood Sugar Maintenance product acquisition

Common shares issued for settlement

of notes payable

Common shares issued for Glucose Health Natural

Blood Sugar Maintenance product acquisition

Options issued for service

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Balance - December 31, 2014 (3)

$ (5,571,130 ) $ (75,278 ) $ (280,552 )

Common stock issued in satisfaction of debt

Common stock issued as compensation

Common stock issued in satisfaction of debt

Common stock issued for sevices

Common stock issued in satisfaction of debt

Common stock issued for sevices

Common stock issued in satisfaction of debt

Net loss for the year

Discounts on shares issued for notes payable

Balance - December 31, 2015 (3)

_______________

(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

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

GLUCOSE HEALTH, INC.

(F/K/A BIO-SOLUTIONS CORP.)

STATEMENTS OF CASH FLOWS

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Adjustments to reconcile net loss to net cash used in operating activities:

Impairment expense

Inventory write down

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Amortization of note discount

Loss on conversion of debt

Gain on forgiveness of accounts payable

(Gain) loss on conversion of debt

Beneficial conversion feature of notes payable

Change in assets and liabilities

Increase in accounts receivable

(Increase) decrease in inventory

(Increase) in prepaids

Increase in accounts payable and accrued expenses

Decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable and accrued expenses

Total adjustments

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Increase in due from affilliate

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes and loans payable

Principal payments on notes and loans payable

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH

NET INCREASE IN CASH

CASH - BEGINNING OF PERIOD

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NONCASH OPERATING AND INVESTING ACTIVITIES:

Beneficial conversion feature

Conversion of notes payable and accrued interest to common stock

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Conversion of liability to common stock

Acquisition of intellectual property of Glucose Health Natural Blood Sugar Maintenance product for common shares

See auditor's report and notes to the audited financial statements

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

GLUCOSE HEALTH INC.

(F/K/A BIO-SOLUTIONS CORP.)

NOTES TO FINANCIAL STATEMENTS

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On March 27, 2007, Glucose Health, Inc.

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.

(f/k/a Bio-Solutions Corp.) ("Company") was incorporated in the State of Nevada.

At inception, the Company was a manufacturer of Nutra-Animal, a pre-mix anti-oxidant for chicken integrators.

The Company was also the distributor of GreenEx™, a biological larvicide produced from a naturally occurring bacterium that produces a crystalline protein toxin, 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.

In addition, the board approved a 1.20 for 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.

On September 26, 2011, the Company entered into an acquisition agreement for Type2 Defense, a natural dietary supplement for the Type-2 diabetes and pre-diabetes market category and the Company's previous operations were discontinued.

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.

William Gallagher and Thomas Metzger Ph.D.

agreed to resign from the board and accept other duties for the Company.

On April 21, 2014, the Company appointed Thomas Metzger Ph.D., Chief Executive Officer and Chief Financial Officer.

In addition, Peggy Knight was appointed Chief Marketing Officer.

On July 22, 2014, Thomas Metzger Ph.D., Chief Executive Officer, 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.

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.

On October 1, 2014, Murray Fleming was appointed as the Company's Chief Executive Officer for the 12-month period ending October 1, 2015 and 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 Mr.

As of 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;

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, a 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;

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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.

Additionally, the board of directors voted to extend an existing consulting contract with the Company's CEO, Murray Fleming, for an additional 12 months, through October 1, 2016, without further compensation, in exchange for the issuance to Mr.

Fleming, of the 1000 Series A Special Preferred Shares.

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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.

On February 10, 2015, Murray Fleming, the Company's Chief Executive Officer was appointed the Company's Chief Financial Officer.

Going Concern

The Company had a working capital deficiency of $388,119 and an accumulated deficit of $5,837,194 as of December 31, 2015.

The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing from its members or other sources, as may be required.

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 Company has not generated significant revenues, has generated losses totaling $5,837,194 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.

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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 Company estimates it will need a total of $120,000 in capital to continue operations through the end of 2016.

Besides generating revenues from current operations, the Company may need to raise additional capital to expand operations to the 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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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.

The Company previously operated in Canada and certain accounts of the Company were reflected in currencies other than the U.S.

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.

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There were no cash equivalents as of December 31, 2015 and 2014.

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

The Company maintains its 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.

The Company considers all items incurred for future services to be prepaid expenses.

As of December 31, 2015 and 2014, the Company had prepaid expenses of $1,282 and $38,859, respectively, comprised of a prepaid subscription and the issuance of unregistered shares of the Company's common stock to consultants, respectively.

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 Company reviews its long-lived assets on a periodic basis, namely intellectual property, whenever events and changes in circumstances have occurred which may indicate a possible impairment.

The assessment for potential impairment will be based primarily on the Company's ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis.

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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.

The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.

When evaluating whether 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.

When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill.

The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies' data.

If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.

The impairment loss would be calculated by comparing the implied fair value of reporting unit 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.

The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount.

In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values.

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

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

Our cash flow projections look several years into the future and include assumptions on variables such as future sales and operating margin growth rates, economic conditions, market competition, inflation and discount rates.

A 10% decrease in the estimated discounted cash flows for the reporting units tested would result in 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.

A 10% decrease in the estimated discounted cash flows for the reporting units tested would result in impairment that is not material to our results of operations.

A 1.0 percentage point increase in the discount rate used would also result in impairment that is not material to our results of operations.

We amortize the cost of other intangible assets over their estimated useful lives, which range up to ten years, unless such lives are deemed indefinite.

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

During 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.

During the years ended December 31, 2015 and 2014, we recorded no impairment charges related to other intangible assets.

Fair Value of Financial Instruments

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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:

Once the Company generates significant revenues from the sales of our products, the following criteria for revenue recognition will be utilized:

Persuasive evidence of an arrangement exists;

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the seller's price to the buyer is fixed or determinable, and

collectable is reasonably assured.

collectability is reasonably assured.

Share Based Compensation

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At December 31, 2015, the total shares issuable upon conversion of convertible notes payable would be approximately 2,327,352 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 is stated at the lower of cost (FIFO:

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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.

As of December 31, 2015 and 2014, the Company had inventory of $8,370 and $0, respectively, with no allowance for obsolescence.

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.

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.

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.

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.

There were 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' DEFICIT

The Company was established with one class of stock, common stock – 75,000,000 shares authorized at a par value of $0.001.

On June 30, 2010, the authorized shares were increased to 90,000,000.

In October 2012, the Company increased the authorized common shares to 200,000,000.

In November 2014, the Company established a second class of stock – 1,000 shares of preferred stock with no par value.

As of December 31, 2015 and 2014, 2,451,888 and 1,309,825 shares of the Company's common stock and 1,000 and 1,000 shares of the Company's preferred stock were issued and outstanding, respectively.

Issuances pursuant to Conversions

During January 2014, a promissory note was converted into unregistered shares of the Company's common stock.

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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 January 2015, the Company issued 58,092 shares of common stock to a corporation for conversion of $250 principal and $40 accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During February 2015, the Company issued 177,072 shares of common stock to a corporation for conversion of $886 in principal and accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During March 2015, the Company issued 162,264 shares of common stock to a corporation for conversion of $541 in principal and accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During April 2015, the Company issued 86,882 shares of common stock to a corporation for conversion of $400 principal and $40 accrued interest related to Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During June 2015, the Company issued 87,564 shares of common stock to a corporation for conversion of $400 principal and $38 accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During September 2015, the Company issued 88,438 shares of common stock to a corporation for conversion of $400 principal and $42 accrued interest related to a Note.

These shares were valued at $0.005 per share, the conversion price as stated in the Note.

During November 2015, the Company issued 89,020 shares of common stock to a corporation for conversion of $400 principal and $45 accrued interest related to a Note.

These shares were valued at $0.004 per share, the conversion price stated in the Note.

During December 2015, the Company issued 111,864 shares of common stock to a corporation for conversion of $500 principal and $59 accrued interest related to a Note.

These shares were valued at $0.07 per share, the conversion price stated in the Note.

Issuances pursuant to Agreements

During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company.

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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.

During April 2014, Thomas E.

Metzger, Ph.D., Chief Executive Officer and director resigned from the Company’s board of directors.

Metzger signed a twelve (12) month consulting agreement for services rendered to the Company.

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.

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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.

Options were valued using the Black Scholes Method, resulting in a value of $103,700 of which $51,850 and $51,850 have vested and expense recognized in year 2015 and 2014, respectively.

The weighted average assumptions made in calculating the fair values of options granted during the years ended December 31, 2015 and 2014 are as follows:

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Expected term (in years)

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.

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.

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.

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.

During February 2015, the Company issued 70,867 unregistered shares of the Company's common stock as compensation to the Company's chairman of the board.

The shares were valued at $0.08467 per share or $6,000.

During April 2015, the Company issued 50,000 unregistered shares of the Company's common stock in final settlement of a consulting agreement.

The shares were valued at $1,787.

During May 2015, the Company issued 100,000 unregistered shares of the Company's common stock in final settlement of an outstanding debt.

The shares were valued at $22,775.

During June 2015, the Company issued 10,000 unregistered shares of the Company's common stock as compensation to a consultant.

The shares were valued at $500.

During November 2015, the Company's issued 50,000 unregistered shares of the Company's common stock as compensation to a consultant.

These shares were valued at $0.07 per share or $3,500.

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.

NOTE 4 – NOTES PAYABLE

Short – Term Loans (Including accrued interest of $247 and $0 as of December 31, 2014 and December 31, 2013, respectively) (A)

Short – Term Loans – Related Party (Including accrued interest of $0 and $172 as of December 31, 2014 and December 31, 2013, respectively)

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)

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)

(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.

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 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 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 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 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 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 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 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.

On April 20, 2012, the Company issued a $2,500 convertible note to a corporation.

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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 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 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 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 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 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.

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 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 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 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 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 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.

On May 27, 2013, the Company issued a $12,500 convertible note to a corporation.

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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 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 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.

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 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 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 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.

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.

12 unchanged sentences

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.

19 unchanged sentences

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 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 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 August 4, 2014, the Company issued an $8,000 convertible note to a corporation.

6 unchanged sentences

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 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 September 3, 2014, the Company issued a $6,000 convertible note to a corporation.

13 unchanged sentences

The unpaid balance was $4,683 at December 31, 2014.

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 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 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 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 4, 2014, the Company issued a $6,850 convertible note to a corporation.

5 unchanged sentences

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 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.

5 unchanged sentences

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.

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 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.

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 $0.04 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 $0.04 per share.

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 $0.04 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 $0.031 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 $0.031 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 $0.025 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 $0.025 per share.

On April 1, 2015, the Company issued a $5,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of October 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 $0.020 per share.

On April 1, 2015, 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 October 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 $0.020 per share.

On May 1, 2015, the Company issued a $5,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of November 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 $0.025 per share.

On May 1, 2015, 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 November 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 $0.025 per share.

On June 1, 2015, the Company issued a $4,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of December 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 $0.025 per share.

On June 1, 2015, the Company issued a $4,000 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of December 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 $0.025 per share.

On July 1, 2015, the Company issued a $9,090 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of December 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 $0.025 per share.

On July 1, 2015, the Company issued a $8,305 convertible note to a company owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of December 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 $0.025 per share.

On December 10, 2015, the Company issued a $2,500 convertible note to a company owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of June 10, 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 $0.03 per share.

NOTE 5 - PROVISION FOR INCOME TAXES

13 unchanged sentences

Valuation allowance

NOTE 6 - MAJOR CUSTOMERS

The Company generated nominal revenues during the years ended December 31, 2014 and 2013.

NOTE 6 - INTELLECTUAL PROPERTY

On September 26, 2011, the Company acquired all the assets and intellectual property rights of Type2 Defense, a natural dietary supplement.

The acquisition of Type2 Defense was paid for by the issuance of 40,000 shares of the Company's common stock.

9 unchanged sentences

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 Type2 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.

In addition, as the Company elected to terminate development of the Type2 Defense product in October 2014, the Company wrote down its inventory to -0- as of December 31, 2014 and no further shares will be issued or compensation paid under the aforementioned agreement with the Company's former CEO.

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.

2 unchanged sentences

NOTE 7 - 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.

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.

On January 27, 2016 the Company notified OTC Markets, Inc.

of its intention to not renew its OTCQB service.

The Company filed Form 8-A12G in fiscal 2015 registering a class of securities under the 1934 Securities Exchange Act.

Accordingly, the Company does not make use of the OTC Markets Disclosure and News Service and instead files its periodic and annual reports and audited financial statements with the Securities and Exchange Commission.

On February 4, 2016, the Company's Chief Executive Officer and Chief Financial Officer, Murray Fleming, was appointed to the Board of Directors of Glucose Health, Inc.

On February 5, 2016, James Hodge resigned from the Board of Directors.

On January 6, 2016, Glucose Health, Inc.

("Company") executed a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc.

("Customer") of Bentonville, Arkansas.

On March 8, 2016, the Company received a series of material purchase orders from the Customer pursuant to this Agreement for delivery of its Glucose Health Ò product - a natural dietary supplement formulated for persons concerned about pre-diabetes and Type-2 diabetes.

The Company expects Glucose Health Ò to be stocked and available for purchase by consumers in the "Diabetes Supplies" section of many of the Customer's pharmacy locations across the United States by early May, 2016.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Former independent accountants.

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.

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.

The decision to discontinue the audit services of ANC was approved by our Board of Directors.

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.

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.

New independent accountants.

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.

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.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data