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Item 1. Financial Statements

2016-12-21 compared with 2016-08-22 · 432 added, 217 removed, 232 unchanged (74% of the section changed)

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The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q and article 10 of Regulation S-X of the U.S.

Securities and Exchange Commission ("SEC").

Securities and Exchange Commission (“SEC”).

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the three and six months ended June 30, 2016 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 14, 2016.

The results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results of operations for the full year.

These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 14, 2016.

GLUCOSE HEALTH, INC.

BALANCE SHEETS

September 30,

CURRENT ASSETS

$ 27,773 $ 2,055

Accounts receivable

168,346 3,150

Due from affiliate

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Total current assets

206,809 15,107

Intellectual assets, net of accumulated amortization of $0 and $0, respectively

$ 207,109 $ 15,407

Intellectual assets, net of accumulated

amortization of $0 and $0, respectively

LIABILITIES AND STOCKHOLDERS' DEFICIT

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Accounts payable and accrued expenses

$ 169,365 $ 94,920

Accrued Interest

Notes payable

Note payable, related party

Convertible notes payable, related parties

106,511 100,829

Convertible notes payable

85,398 201,402

Total current liabilities

423,804 403,226

TOTAL LIABILITIES

423,804 403,226

COMMITMENT AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Preferred stock, $ no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015

113,200 113,200

Common stock, $0.001 par value, 200,000,000 shares authorized, 2,753,232 and 2,451,888 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively (1)

Preferred stock, $ no par value, 1,000 shares authorized,

1,000 shares issued and outstanding as of

September 30, 2016 and December 31, 2015

Common stock, $0.001 par value, 200,000,000 shares authorized,

3,029,073 and 2,451,888 shares issued and outstanding as of

September 30, 2016 and December 31, 2015, respectively (1)

Additional paid in capital

5,682,368 5,386,001

Stock subscription

23,000 23,000

Accumulated other comprehensive loss

(75,278 ) (75,278 )

Accumulated deficit

(5,962,738 ) (5,837,194 )

Total stockholders' deficit

(216,695 ) (387,819 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

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THREE MONTHS ENDED

SIX MONTHS ENDED

$ 295,809 $ 552 $ 295,929 $ 577

NINE MONTHS ENDED

SEPTEMBER 30, 2016

SEPTEMBER 30, 2015

SEPTEMBER 30, 2016

SEPTEMBER 30, 2015

COST OF REVENUES

Cost of revenues

274,464 340 274,524 340

Total Cost of Revenues

274,464 340 274,524 340

GROSS INCOME/(LOSS)

21,345 212 21,405 237

OPERATING EXPENSES

Professional fees/stock based compensation

9,546 33,494 18,964 94,852

General and administrative

5,767 9,094 8,684 12,479

Total Operating Expenses

15,313 42,588 27,648 107,331

INCOME (LOSS) FROM OPERATIONS

6,032 (42,376 ) (6,243 ) (107,094 )

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income (expense)

(93,402 ) (28,215 ) (119,301 ) (83,493 )

Gain on forgiveness of accounts payable

- 20,573 - 20,573

Total other expense

(93,402 ) (7,642 ) (119,301 ) (62,920 )

LOSS BEFORE INCOME TAXES

(87,370 ) (50,018 ) (125,544 ) (170,014 )

LOSS BEFORE IMCOME TAXES

PROVISION FOR (BENEFIT FROM) INCOME TAXES

$ (87,370 ) $ (50,018 ) $ (125,544 ) $ (170,014 )

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED (2)

2,587,301 1,935,471 2,545,087 1,717,360

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

BASIC AND DILUTED (2)

NET LOSS PER SHARE - BASIC AND DILUTED

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STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH'S

ENDED JUNE 30,

FOR THE NINE MONTH'S ENDED SEPTEMBER 30,

OPERATING ACTIVITIES:

$ (125,544 ) $ (170,014 )

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

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Amortization of note discount

108,161 150,733

Gain on forgiveness of accounts payable

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Increase in accounts receivable

(165,196 ) (250 )

Decrease in inventory

Decrease (increase) in inventory

(Increase) decrease in prepaid expenses and other current assets

(848 ) 34,718

Increase (decrease) in accounts payable and accrued expenses

85,585 (17,385 )

Total adjustments

27,762 143,380

Net cash used in operating activities

(97,782 ) (26,634 )

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

123,500 26,000

Payments on notes and loans payable

Net cash provided by financing activities

123,500 26,000

NET INCREASE (DECREASE) IN CASH

25,718 (634 )

NET INCREASE IN CASH

CASH - BEGINNING OF PERIOD

CASH - END OF PERIOD

$ 27,773 $ 4,237

NON-CASH TRANSACTION:

NONCASH OPERATING AND INVESTING ACTIVITIES:

Beneficial conversion feature

$ 294,722 $ 86,303

Conversion of notes payable and accrued interest to common stock

$ 451 $ 2,622

Conversion of liability to common stock

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

GLUCOSE HEALTH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The unaudited condensed interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes.

The unaudited condensed interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

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Our CUSIP number is 379894108 and trading symbol is GLUC.

We are a manufacturer of diabetes nutritional products and our business focus is serving the consumer market segment of persons concerned with pre-diabetes and Type-2 diabetes.

We are a manufacturer of dietary supplement products and our business focus is serving the consumer market segment of persons concerned with pre-diabetes and Type-2 diabetes.

As discussed in greater detail below, our principal product is Glucose Health Ò Daily Blood Sugar Maintenance.

We acquired this product in fourth quarter of 2014 and we are in the early stages of manufacturing, marketing and distributing this product.

We acquired this product in the fourth quarter of 2014 and we are in the early stages of manufacturing, marketing and distributing this product.

We have a history of losses.

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We were incorporated under the laws of State of Nevada on March 27, 2007, as Bio-Solutions Corp.

On October 17, 2012, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock, pursuant to written consents in lieu of a meeting, approved an amendment to our Articles of Incorporation to increase our authorized capital (the "amendment").

The amendment was filed with the Nevada Secretary of State on October 17, 2012, increasing our authorized capital from 90,000,000 shares of common stock, to 200,000,000 shares of common stock, with a par value of $0.001.

On January 10, 2014, the Company's Board of Directors unanimously voted to reverse split the Company's common stock on the basis of one share of the Company's common stock for each 10 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares.

On January 10, 2014, the Company’s Board of Directors unanimously voted to reverse split the Company’s common stock on the basis of one share of the Company’s common stock for each 10 shares outstanding while maintaining the authorized capital structure of the Company at 200,000,000 shares.

The Board resolution set the date of record for shareholder approval for January 14, 2014.

As of January 29, 2014, the Company obtained written consent in lieu of a meeting of the shareholders to authorize a reverse split of the Company's common stock.

Shareholders owning a total of 100,992,469 shares of the Company's common stock voted in favor of the reverse split.

As of January 29, 2014, the Company obtained written consent in lieu of a meeting of the shareholders to authorize a reverse split of the Company’s common stock.

Shareholders owning a total of 100,992,469 shares of the Company’s common stock voted in favor of the reverse split.

There were a total of 199,611,900 shares of common stock issued and outstanding as of January 14, 2014 (the date of record).

The number of shares of common stock voting in favor of the reverse split was sufficient for approval.

On February 4, 2014, the Company filed a Certificate of Change with the State of Nevada effecting a 1-for-10 reverse split pursuant to which every ten shares of the Company's common stock were combined and converted into one share of the Company's common stock (with all fractional shares resulting there from being rounded up to the next whole share) with the total number of shares of the Company's authorized common stock remaining at 200,000,000 shares.

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 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.

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”

and to change the Company’s name from Bio-Solutions Corp.

to Glucose Health, Inc.

(the "corporate action").

(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.

Shareholders owning a total of 30,596,154 shares of the Company’s common stock voted in favor of the corporate action.

There were a total of 60,132,271 shares of common stock issued and outstanding as of October 31, 2014 (the date of record).

The number of shares of common stock voting in favor of the corporate action was sufficient for approval.

On November 5, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, with the Nevada Secretary of State effecting, as of November 19, 2014, the 1-for-50 reverse split pursuant to which every fifty shares of the Company's common stock were combined and converted into one share of the Company's common stock (with all fractional shares being rounded up to the next whole share) with the total number of shares of the Company's authorized common stock remaining at 200,000,000 shares;

effecting the authorization of 1,000 shares of preferred stock with "blank check" rights;

and effecting the change of the Company's name from Bio-Solutions Corp.

On November 5, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation, with the Nevada Secretary of State effecting, as of November 19, 2014, the 1-for-50 reverse split pursuant to which every fifty shares of the Company’s common stock were combined and converted into one share of the Company’s common stock (with all fractional shares being rounded up to the next whole share) with the total number of shares of the Company’s authorized common stock remaining at 200,000,000 shares;

effecting the authorization of 1,000 shares of preferred stock with “blank check”

and effecting the change of the Company’s name from Bio-Solutions Corp.

to Glucose Health, Inc.

On November 20, 2015, the board of directors voted to designate Series A Special Preferred Shares consisting of 1,000 shares of preferred stock with special voting rights whereby the holder(s) may exercise their right to vote on all shareholder matters representing the number of votes equal to all shares of common stock then issued and outstanding, plus an additional ten thousand (10,000) shares.

Additionally, the board of directors voted to extend an existing 12 month 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.

Additionally, the board of directors voted to extend an existing 12 month 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 1,000 Series A Special Preferred Shares.

A Certificate of Designation for the Series A Special Preferred Shares was filed with the Nevada Secretary of State and effective on December 1, 2014.

From inception through September 25, 2011, we were a manufacturer of Nutra-Animal, a pre-mix anti-oxidant for chicken integrators containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil.

We were also a distributor of GreenEx TM , 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.

From inception through September 25, 2011, we were a manufacturer of a pre-mix anti-oxidant for chicken integrators containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil.

We were also a distributor of a biological larvicide produced from a strain of Bacillus thuringiensis subspecies israelensis (Bti).

We were not successful in these business endeavors.

On September 26, 2011, we acquired the "Type2 Defense" product together with all intellectual property associated therewith.

Upon the acquisition of Type2 Defense we discontinued our former operations as a manufacturer of Nutri-Animal and distributor of GreenEx TM .

Since we discontinued our former operations, we wrote off any inventories attributable to our former operations.

Type2 Defense is a dietary supplement made from natural ingredients and formulated to support healthy glucose levels and targeted to consumers concerned about Type-2 and pre-diabetes.

The first production run of the Company's Type2 Defense product was completed in June 2013 with the manufacture of 1764 cases.

On September 26, 2011, we acquired the “Type2 Defense”

product together with all intellectual property associated therewith.

Upon the acquisition of Type2 Defense, we discontinued our former operations and wrote off all inventories attributable to our former operations.

Type2 Defense is a dietary supplement made from natural ingredients formulated to support healthy glucose levels and targeted to consumers concerned about Type-2 and pre-diabetes.

The first production run of the Company’s Type2 Defense product was completed in June 2013.

On July 8, 2013, the Company announced the product was available for on-line sales on Amazon.com.

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As a consequence, the Company generated only nominal revenues in the fiscal year ended December 31, 2013 and the Company elected to declare the $200,000 intellectual property for Type2 Defense, recorded as other intangible assets, as impaired at December 31, 2013.

On April 8, 2014, the Company appointed James Hodge 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.

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.

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

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Our Current Business

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

Additionally, on October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the "Glucose Health Natural Blood Sugar Maintenance" product from a company of which Mr.

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

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

product from a company of which Mr.

Fleming is the beneficial owner.

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To assist in achieving our final product objectives, we retained a former head of beverage product development at Nestle.

We retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations, necessary, in part, to allow our product to be stocked by national pharmacy retailers.

We retained an attorney specializing in compliance with Food and Drug Administration (FDA) regulations pertaining to dietary supplements and Federal Trade Commission (FDC) regulations, necessary, in part, to enable our product to be stocked by national pharmacy retailers.

We also undertook a number of actions to establish and build our Glucose Health Ò brand.

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While our primary sales and marketing focus is achieving sales to consumers through national and regional pharmacies, secondarily, we intend to also market the product directly to customers via our dedicated product website and through other online marketplaces.

Glucose Health Ò is a dietary supplement formulated from nine natural ingredients shown in certain clinical research such as that published by the National Institutes of Health (see www.glucosehealth.com/clinical-trials), to have a beneficial impact upon blood glucose, insulin, triglyceride and cholesterol levels.

Glucose Health Ò is a dietary supplement formulated from nine natural ingredients shown in certain clinical research such as that published on the National Institutes of Health, National Library of Medicine website (see www.glucosehealth.com/clinical-trials), to have a beneficial impact upon blood glucose, triglyceride and cholesterol levels.

The Centers for Disease Control and Prevention (CDC) publishes a National Diabetes Statistics Report annually.

The 2014 Report estimates 2 of 5 presently healthy Americans will develop Type-2 diabetes in their lifetime.

We believe the CDC Report and other similar research points to a large and growing market of consumers concerned with pre-diabetes or Type-2 diabetes including many of whom are likely seeking natural products like Glucose Health Ò to proactively maintain good health.

On November 20, 2014, the existing 12 month consulting contract with the Company's CEO, Murray Fleming, was extended an additional 12 months ending October 2016, without further compensation, in exchange for the issuance to Mr.

We believe the CDC Report and other similar research points to a large and growing market of consumers likely concerned with pre-diabetes or Type-2 diabetes including many of whom are also likely seeking natural products like Glucose Health Ò in order to proactively maintain their good health.

On November 20, 2014, the existing 12 month consulting contract with the Company’s CEO, Murray Fleming, was extended an additional 12 months ending October 2016, without further compensation, in exchange for the issuance to Mr.

Fleming, of 1,000 Series A Special Preferred Shares.

On December 31, 2014, the Company elected to write-off its inventory of Type2 Defense product to -0- and cease all manufacturing and sales activities related to the product.

On January 5, 2015, the Company signed a contract manufacturing agreement for testing, compounding, supply and order fulfillment for the Glucose Health Ò product and additionally a purchasing agreement to distribute the product in a limited number of Northwest Arkansas pharmacies.

On December 31, 2014, the Company elected to write-off its inventory of Type2 Defense product to -0- and cease manufacturing and sales activities related to the product.

On January 5, 2015, the Company signed a contract manufacturing agreement for testing, compounding, supply and order fulfillment for the Glucose Health Ò product and additionally a purchasing agreement to distribute the product through a limited number of Northwest Arkansas pharmacies.

On January 7, 2015, the Company completed its implementation of Current Good Manufacturing Practices (CGMP).

The Dietary Supplement (DS) CGMP rule in 21 CFR part 111 of the FDA's regulations requires companies which manufacture, package, label, or hold a dietary supplement to establish and follow current good manufacturing practice to ensure the quality of the dietary supplement and to ensure that the dietary supplement is packaged and labeled as specified in the master manufacturing record.

On January 26, 2015, the Company filed an initial application for trademark protection related to its line of dietary products, with the United States Trademark and Patent Office (USPTO).

On January 29, 2015, the Company appointed of Chandrasekhar Mallangi, Ph.D., as an advisor.

On January 26, 2015, the Company filed an initial application for trademark protection with the United States Trademark and Patent Office (USPTO).

On January 29, 2015, the Company appointed Chandrasekhar Mallangi, Ph.D., as an advisor.

Mallangi earned a Ph.D.

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Mallangi is the credited inventor and co-inventor for patents in the area of food nutrition, awarded by the USPTO to subsidiaries of Nestle, SA of Vevey, Switzerland.

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

Fleming replaces James Hodge the Company's interim Chief Financial Officer.

Hodge continued as the Company's Chairman of the Board of Directors.

On February 24, 2015, the Company completed FDA facility registration, a compliance procedure for manufacturers of dietary and nutritional supplements.

On May 26, 2015, the Company completed the first production run of the product and pursuant to the January 5, 2015 purchasing agreement, the product began to be offered for retail sale through a limited number of Northwest Arkansas pharmacies as well as on the Company's product website www.glucosehealth.com.

On July 7, 2015, the Company received notification from the United States Patent and Trademark Office (USPTO) that its application for trademark of "Glucose Health" was accepted to the Supplemental Register (Reg.

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

Fleming replaced James Hodge the Company’s interim Chief Financial Officer.

Hodge continued as the Company’s Chairman of the Board of Directors.

On February 24, 2015, the Company completed FDA facility registration, a compliance procedure for manufacturers of dietary supplements.

On July 7, 2015, the Company received notification from the United States Patent and Trademark Office (USPTO) that its application for trademark of “Glucose Health”

was accepted to the Supplemental Register (Reg.

4,770,720) with first use recognized by the USPTO as of February 1, 2015.

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On March 8, 2016, the Company received a series of material purchase orders from the Customer pursuant to a General Merchandise Supplier Agreement ("Agreement") with Wal-mart Stores, Inc., executed January 6, 2016.

At June 30, 2016, the Company's Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) diabetes nutritional product, is stocked in the "Diabetes Supplies" section of many Walmart pharmacies in all 50 states.

At September 30, 2016, the Company’s Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) product is stocked in the "Diabetic Supplies" section of many Walmart pharmacies in all 50 states.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

The Company has not generated significant revenues since inception and has generated losses totaling $5,962,738 since inception and needs to raise additional funds to carry out its business plan.

The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue operations.

The Company has had very little operating history to date.

The Company has not generated significant revenues since inception and has generated losses totaling $6,123,557 since inception and needs to continue to raise additional capital to carry out its business plan.

The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary operating capital to continue operations of which there is no assurance.

The Company has little operating history to date.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.

The Company estimates it will need a total of $60,000 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.

These factors an others raise substantial doubt regarding the ability of the Company to continue as a going concern.

The Company estimates it will need a total of $30,000 in capital to continue its operations through the end of 2016.

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

Such capital may not be raised on terms favorable to the Company, if at all.

If adequate capital cannot be raised outside of the Company, the Company’s officer and director may need to provide capital to sustain operations.

There is no assurance the Company’s officer and director will provide such capital on terms favorable to the Company, or at all.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Comprehensive Income (Loss)

The Company adopted ASC 220-10, "Reporting Comprehensive Income." ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.

The Company adopted ASC 220-10, “Reporting Comprehensive Income.”

ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.

Cash Flow Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

There were no cash equivalents as of June 30, 2016 and December 31, 2015.

There were no cash equivalents as of September 30, 2016 and December 31, 2015.

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

Accounts Receivable

Accounts receivable consist of billed and uncollected sales of products.

The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends.

Based on management’s review of accounts receivable, no allowance for doubtful accounts is considered necessary at September 30, 2016 or December 31, 2015.

The Company does not charge significant amounts of interest on past due receivables.

Prepaid Expenses

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

As of June 30, 2016 and December 31, 2015, the Company had prepaid expenses of $2,130 and $1,282, respectively, comprised of the issuance of unregistered shares of the Company's common stock to consultants.

As of September 30, 2016 and December 31, 2015, the Company had prepaid expenses of $1,613 and $1,282, respectively, comprised of the issuance of unregistered shares of the Company’s common stock to consultants.

Recoverability of Long-Lived Assets

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

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

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

If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.

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

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

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

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’

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

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

During the three and six months ended June 30, 2016 and the fiscal year 2015, we recorded no impairment charges related to other intangible assets.

During the three and nine months ended September 30, 2016 and the fiscal year ended December 31, 2015 we recorded no impairment charges related to other intangible assets.

Fair Value of Financial Instruments

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ASC 820, Fair Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

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Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

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Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

The Company follows ASC 740-10, "Accounting for Uncertainty in Income Taxes" ("ASC 740-10").

This interpretation requires recognition and measurement of uncertain income tax positions using a "more-likely-than-not" approach.

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”

(“ASC 740-10”).

This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not”

ASC 740-10 is effective for fiscal years beginning after December 15, 2006.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of June 30, 2016, no additional accrual for income taxes is necessary.

The Company's policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities.

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of September 30, 2016, no additional accrual for income taxes is necessary.

The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities.

The Company has not recorded any interest or penalties since its inception.

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delivery has occurred or services have been rendered;

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

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

collectability is reasonably assured.

Share Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No.

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.

The Company issues restricted stock to employees for their services.

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Except as noted below, the Company has not issued any options or warrants to date.

At June 30, 2016, the total shares issuable upon conversion of convertible notes payable would be approximately 642,610 shares of the Company's common stock.

At September 30, 2016, 38,024,563 unregistered shares of the Company’s common stock are issuable upon conversion of all outstanding balances of convertible notes payable if such balances are not repaid in cash.

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 June 30, 2016, the Company had inventory of $8,310 comprised of the Glucose Health Ò Natural Blood Sugar Maintenance Blueberry Tea Mix (45 Servings) product and no inventory of Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60 Servings) as of June 30, 2016.

All Glucose Health Ò products are affixed with a production lot number and "Best Before" date of 24 months following production.

The Company currently sees no trends that would render its current inventory obsolete prior to its "Best Before" date.

As of September 30, 2016, the Company had inventory of $6,418 comprised of the Glucose Health Ò Natural Blood Sugar Maintenance Blueberry Tea Mix (45 Servings) product and no inventory of Glucose Health Ò Daily Blood Sugar Maintenance Blueberry Tea Mix (60 Servings).

All Glucose Health Ò products are affixed with a production lot number and “Best Before”

date of 24 months following production.

The Company currently sees no trends that would render its current inventory obsolete prior to its “Best Before”

Recent Issued Accounting Standards

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.

As of June 30, 2016 and December 31, 2015, 2,753,232 and 2,451,888 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.

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’

At inception, the Company authorized 75,000,000 shares of common stock with par value of $0.001.

In June 2010, our authorized common shares were increased to 90,000,000.

In October 2012, our authorized common shares were increased to 200,000,000.

In November 2014, the Company established 1000 shares of Preferred Stock.

As of September 30, 2016 and December 31, 2015, 3,029,073 and 2,451,888 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 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.

During February 2016, the Company issued 90,094 shares of common stock to a corporation for conversion of $400 principal and $51 of accrued interest related to a Note.

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

During June 2016, the Company issued 130,000 shares of common stock to a corporation for conversion of $845 of accrued interest related to a Note.

These shares were valued at $0.0065 per share, the conversion price stated in the Note.

During June 2016, the Company issued 81,250 shares of common stock to a corporation for conversion of $650 of principal balance of a Note.

These shares were valued at $0.008 per share, the conversion price stated in the Note.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During February 2016, the Company issued 90,094 unregistered shares of common stock to a corporation for conversion of $400 principal and $51 accrued interest related to a Note.

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

During June 2016, the Company issued 130,000 unregistered shares of common stock to a corporation for conversion of $845 of accrued interest related to a Note.

These unregistered shares were valued at $0.0065 per share, the fixed conversion price stated in the Note.

During June 2016, the Company issued 81,250 unregistered shares of common stock to a corporation for conversion of $650 accrued interest related to a Note.

These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.

During August 2016, the Company issued 129,358 unregistered shares of common stock to a corporation for conversion of $1000 principal and $35 accrued interest related to a Note.

These unregistered shares were valued at $0.008 per share, the conversion price stated in the Note.

During September 2016, the Company issued 121,483 unregistered shares of common stock to a corporation for conversion of $950 principal and $22 accrued interest related to a Note.

These unregistered shares were valued at $0.008 per share, the fixed conversion price stated in the Note.

Issuances pursuant to Agreements

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

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.

During February 2015, the Company issued 70,867 unregistered shares of the Company’s common stock as compensation.

The shares were valued at $6,000.

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

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

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

The shares were valued at $22,775.

During June 2015, the Company issued 10,000 unregistered shares of the Company’s common stock as compensation.

The shares were valued at $500.

During July 2016, the Company issued 25,000 unregistered shares of the Company’s common stock as compensation.

The shares were valued at $1,875.

NOTE 4 – NOTES PAYABLE

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 January 15, 2016, the Company issued a $3,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of December 31, 2016.

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 January 15, 2016, the Company issued a $10,500 convertible note to a corporation owned by the Company's CEO.

The loan bears interest at 5% and has a maturity date of December 31, 2016.

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.

Notes Payable, Related Parties:

On May 1, 2016, the Company issued a $35,000 note to a corporation owned by the Company’s CEO.

The loan bears interest at 24% per annum and has a maturity date of December 31, 2016.

$35,000 remains outstanding as of September 30, 2016.

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

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

On April 1, 2016, the Company issued a $5,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of December 31, 2016.

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, 2016, 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 December 31, 2016.

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

The loan bears interest at 24% and has a maturity date of September 1, 2016.

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

Notes Payable:

On September 15, 2016, the Company issued a $5,000 note to a corporation.

The loan bears interest at 12% per annum and is payable on demand.

$5,000 remains outstanding at September 30, 2016.

Convertible Notes Payable, Related Parties:

During the period from August 4, 2014 through and including April 1, 2016, the Company consolidated 18 separate convertible promissory notes in various principal amounts aggregating to a total of $112,157 bearing 5% interest per annum and $5,939 accrued interest not subject to additional interest and a pro-rata fixed conversion price of $0.011 in favor of a corporation owned by the Company’s CEO.

The consolidation was for the purpose of administrative simplification and no inducement or benefit was given to the corporation owned by the Company’s CEO.

The current net note balance is $74,772, net of discount of $37,385.

Convertible Notes Payable:

During the period from August 2, 2013 through and including April 1, 2016, the Company consolidated 20 separate convertible promissory notes in various principal amounts aggregating to a total of $169,065 bearing 5% interest per annum and $12,516 accrued interest not subject to additional interest and a pro-rata fixed conversion price of $0.008 in favor of a corporation.

The consolidation was for the purpose of administrative simplification and no inducement or benefit was given to the corporation.

The current net note balance is $110,760, net of discount of $56,355.

On May 18, 2016, the Company issued a $30,000 note to a corporation.

The loan bears interest at 24% per annum and has a maturity date of July 18, 2016.

During the period ended June 30, 2016, the Company combined the principal balances on multiple notes from the two note holders into two single note agreements, one for $169,065 and the second for $112,157.

These transactions were accounted for as a modification of debt, as the interest rate and conversion shares did not change from the original note agreements, therefore, no gain or loss was recognized.

On July 21, 2016, the loan was repaid in full.

On December 10, 2013, the Company issued a convertible note to an individual.

The loan bears interest at 5% per annum, has a fixed conversion price of $0.015 and a maturity date of June 10, 2014.

$3,000 remains outstanding at September 30, 2016.

On December 10, 2013, the Company issued a convertible note to an individual.

The loan bears interest at 5% per annum, has a fixed conversion price of $0.015 and a maturity date of June 10, 2014.

$5,000 remains outstanding at September 30, 2016.

On June 11, 2013, the Company issued three convertible notes to three corporations.

The loans bear interest at 5% per annum with fixed conversion prices of $0.0065 and maturity dates of August 11, 2013.

$18,377 remains outstanding as of September 30, 2016.

On January 25, 2013, the Company issued a $12,000 note to an individual bearing interest of 5% per annum but later modified by agreement to forgive interest and provide a fixed conversion price of $0.50.

$6,000 remains outstanding at September 30, 2016.

On April 20, 2012, the Company issued a convertible note to an individual.

The loan bears interest at 5% per annum, has a fixed conversion price of $0.009 and a maturity date of October 20, 2012.

$2,500 remains outstanding as of September 30, 2016.

At September 30, 2016, accrued interest on all of above notes and convertible notes payable amounted to $33,081.

NOTE 5 - INTELLECTUAL PROPERTY

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NOTE 6 - SUBSEQUENT EVENTS

On October 4, 2016, the Company confirmed its entry into a receivables financing agreement with Citibank, N.A.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Some of the statements in this report are “forward-looking statements.”

These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

The words “believe,”

“expect,”

“anticipate,”

“intend,”

“plan,”

and similar expressions identify forward-looking statements.

We caution you not to place undue reliance on these forward-looking statements.

We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this report to reflect any future or developments.

However, the Private Securities Litigation Reform Act of 1995 is not available to us as a penny stock issuer and thus we may not rely on the statutory safe harbor from liability for forward-looking statements.

Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with any offering.

Critical Accounting Policies and Estimates .

Critical Accounting Policy and Estimates.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation.

Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2015 together with notes thereto as previously filed with our Annual Report on Form 10-K on April 14, 2016.

In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2016.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

There were no cash equivalents as of September 30, 2016 and December 31, 2015.

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

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.

If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.

Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.

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

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’

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

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

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

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

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

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

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

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

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

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

Fair Value of Financial Instruments

The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.

The Company does not utilize derivative instruments.

Beneficial Conversion Features

ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash.

ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible.

This amount is recorded as a debt discount and amortized over the life of the debt.

ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.

Revenue Recognition

The Company utilizes the following criteria with respect to the recognition of revenue:

1) Persuasive evidence of an arrangement exists;

2) delivery has occurred or services have been rendered;

3) the seller’s price to the buyer is fixed or determinable, and

4) collectability is reasonably assured.

Share Based Compensation

For employees, directors and non-employees, the fair value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

The Company has not issued any stock options or warrants.

Inventory is stated at the lower of cost (FIFO:

first-in, first-out) or market, and includes raw materials and finished goods.

The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs.

All Glucose Health Ò products are affixed with a production lot number and “Best Before”

date of 24 months following production.

The Company currently sees no trends that would render its current inventory obsolete prior to its “Best Before”

Glucose Health, Inc.

was incorporated under the laws of the State of Nevada on March 27, 2007.

Our principal executive office is located at 609 SW 8th Street, Suite 600, Bentonville, AR 72712 and our telephone number is 479-802-3827.

Our corporate website is www.glucosehealthinc.com and our product website is www.glucosehealth.com.

Our CUSIP number is 379894108 and trading symbol is GLUC.

We are a manufacturer of dietary supplement products and our business focus is serving the consumer market segment of persons concerned with pre-diabetes and Type-2 diabetes.

As discussed in greater detail below, our principal product is Glucose Health Ò Daily Blood Sugar Maintenance.

We acquired this product in fourth quarter of 2014 and we are in the early stages of manufacturing, marketing and distributing this product.

We have a history of losses.

Corporate Information