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Item 8. Financial Statements and Supplementary Data

2017-03-29 compared with 2016-04-14 · 141 added, 396 removed, 255 unchanged (68% of the section changed)

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Financial Statements:

Report of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2016 and 2015

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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, 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.

as of December 31, 2016 and 2015, and the results of its operations its and cash flows for the years then ended, in conformity with U.S.

generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company is in process of executing its business plan and expansion.

The Company has not generated significant revenue to this point, however, has been successful in raising funds in their private placement.

The lack of profitable operations and the need to continue to raise funds raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in this regard are described in Note 1.

As discussed in the Notes to the financial statements, the Company is in process of executing its plan of operations.

The Company has generated net losses since inception and the need to continue to raise funds raises substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Newport Beach, California

April 14, 2016

March 28, 2017

GLUCOSE HEALTH, INC.

BALANCE SHEETS

DECEMBER 31, 2015

DECEMBER 31, 2014

CURRENT ASSETS

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Accounts payable and accrued expenses

Accrued interest

Notes payable, related party

Notes payable

Convertible notes payable, related parties

Convertible notes payable, related party

Convertible notes payable

Other notes payable

Total current liabilities

TOTAL LIABILITIES

COMMITMENT AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

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)

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

Common stock, $0.001 par value, 200,000,000 shares authorized, 3,312,273 and 2,451,888 shares issued and outstanding as of December 31, 2016 and 2015, respectively

Additional paid in capital

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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.

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

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STATEMENTS OF OPERATIONS

DECEMBER 31, 2015

DECEMBER 31, 2014

YEAR ENDED DECEMBER 31,

COST OF REVENUES

Cost of revenues

Inventory impairment

Total Cost of Revenues

GROSS PROFIT/(LOSS)

OPERATING EXPENSES

Professional fees/stock based compensation

Professional fees

Stock based compensation

Research and development

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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.

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

GLUCOSE HEALTH, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

Preferred Stock

Accumulated Other

Comprehensive

Balance - December 31, 2014 (3)

$ (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

Options issued for service

Discounts on shares issued for notes payable

Stock to be issued

Amortization of deferred compensation

Factional shares issued

Net loss for the year

Balance - December 31, 2014 (3)

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

Common stock issued in satisfaction of debt

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Balance - December 31, 2015 (3)

_______________

Common stock issued in satisfaction of debt

Common stock issued for accrued interest

Common stock issued for services

Discount on shares issued for notes payable

Balance - December 31, 2016 (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

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STATEMENTS OF CASH FLOWS

DECEMBER 31, 2015

DECEMBER 31, 2014

FOR THE YEARS ENDED DECEMBER 31,

OPERATING ACTIVITIES:

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

Inventory write down

Common stock issued for services

Amortization of note discount

Gain on forgiveness of accounts payable

(Gain) loss on conversion of debt

Amortization of intangible asset

Beneficial conversion feature of notes payable

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Increase in accounts receivable

(Increase) decrease in inventory

Decrease in prepaid expenses and other current assets

Decrease (increase) in inventory

(Increase) decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable and accrued expenses

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Proceeds from notes and loans payable

Payments on notes and loans payable

Net cash provided by financing activities

NET INCREASE IN CASH

CASH - BEGINNING OF PERIOD

CASH - END OF PERIOD

NONCASH OPERATING AND INVESTING ACTIVITIES:

NET INCREASE (DECREASE) IN CASH

CASH - BEGINNING OF YEAR

CASH - END OF YEAR

NON-CASH OPERATING AND INVESTING ACTIVITIES:

Beneficial conversion feature

Conversion of notes payable and accrued interest to common stock

Cancellation for 600,000 shares of common stock to settle liabilities

Conversion of liability to common stock

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NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

On March 27, 2007, Glucose Health, Inc.

(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 for 1 stock split.

All shares have been reflected retroactively in accordance with SAB Topic 14C.

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.

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, 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 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.

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;

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

to Glucose Health, Inc.

On November 20, 2015, the board of directors voted to designate Series A Special Preferred Shares consisting of 1000 shares of preferred stock with special voting rights whereby the holder(s) may exercise their right to vote on all shareholder matters representing the number of votes equal to all shares of common stock then issued and outstanding, plus an additional ten thousand (10,000) shares.

Additionally, the board of directors voted to extend 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.

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

On December 15, 2014, the Company submitted its application to OTC Markets Group Inc.

for inclusion in the OTCQB tier of quoted securities.

In addition, the Company's new ticker symbol, GLUC, was included on the Financial Industry Regulatory Authority's (FINRA) Daily List with an effective date of December 15, 2014.

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

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

Our current authorized common shares are 200,000,000 and 1,000 preferred voting shares.

As of December 31, 2016, 3,312,273 of the Company’s common stock and 1,000 shares of the Company’s preferred stock were issued and outstanding.

On October 30, 2014, we changed our name to Glucose Health, Inc.

Our business is the manufacturing and distribution of Glucose Health® Daily Blood Sugar Maintenance.

Glucose Health® is a dietary supplement in the form of a sweet tea mix formulated from nine natural ingredients shown in certain clinical research such as that published by 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 and regular digestive health.

As of December 31, 2016, the Company’s Glucose Health® Daily Blood Sugar Maintenance Blueberry Tea Mix (60-Day Supply) product is stocked in the "Diabetic Supplies" section of most Walmart pharmacies in all 50 states.

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, 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.

The Company has had very little operating history to date.

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

The Company had a working capital deficiency of $495,687 and an accumulated deficit of $6,247,637 as of December 31, 2016.

The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain additional financing to continue operations.

The Company estimates it will need $120,000 in additional capital to continue operations through the end of 2017.

This additional capital may not be obtained on terms favorable to the Company, if at all.

If the capital needed to continue operations cannot be obtained outside of the Company, the Company’s officers/director may need to contribute capital to sustain operations.

The Company’s officers/director are not required to contribute capital.

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 $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

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates.

The Company provides estimates for its common stock valuations, inventory reserves, and valuation allowances for deferred taxes.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, investments, intangible assets, and income taxes.

Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

Actual results may differ from these estimates.

Comprehensive Income (Loss)

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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 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.

Prior to January 1, 2013, the Company recorded translation adjustments as accumulated other comprehensive income (loss).

Gains and losses from foreign currency transactions were included in other income (expense) in the results of operations.

Cash Flow Reporting

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

The Company follows ASC 230, Statement of Cash Flows, for cash flow 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

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

Accounts Receivable

Accounts receivable consists of invoiced and unpaid product sales.

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

During the years ended December 31, 2016 and 2015, we recorded no allowances for doubtful accounts based upon management’s review of accounts receivable.

On October 4, 2016, the Company executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the Company are assumed from Wal-Mart Stores Inc.

by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the Company’s Supplier Agreement with Wal-Mart Stores Inc., subject to a fixed interest premium based upon LIBOR.

Prepaid Expenses

The Company considers all items incurred for future 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.

As of December 31, 2016, and 2015, the Company had prepaid expenses of $639 and $1,282, respectively, comprised of the issuance of unregistered shares of the Company’s common stock to consultants.

Recoverability of Long-Lived Assets

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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.

In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all 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.

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

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

Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of December 31, 2015, no additional accrual for income taxes is necessary.

The Company has adopted ASC 740-10 for 2016, and evaluates its tax positions on an annual basis, and as of December 31, 2016, no additional accrual for income taxes is necessary.

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

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The Company is required to file income tax returns in the U.S.

federal tax jurisdiction and in various state tax jurisdictions.

The tax years for 2009 to 2014 remain open for examination by federal and/or state tax jurisdictions.

federal tax jurisdiction and in various state tax jurisdictions and tax years 2013, 2014 and 2015 remain open for examination by federal and/or state tax jurisdictions.

The Company is currently not under examination by any other tax jurisdictions for any tax year.

Revenue Recognition

The Company currently has nominal revenues.

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;

delivery has occurred or services have been rendered;

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

collectability is reasonably assured.

In accordance with Securities and Exchange Commission Staff Accounting Bulletin (SAB) No.

104, Revenue Recognition , (codified in ASC 605) the Company recognizes revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or determinable, and (iv) collectability of the sales revenues is reasonably assured.

Customer Concentration

The Company generates most of its revenues from sales to a single customer, Wal-Mart Stores, Inc.

which accounted for approximately 99% of total revenues in 2016.

Share Based Compensation

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The Company also issues restricted stock to consultants for various services.

Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

Costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

The value of the common stock is measured at the earlier of (i) the date at which a firm commitment only if there is sufficient disincentive to ensure performance or (ii) the date at which the counterparty's performance is complete.

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As of December 31, 2016, and 2015, the Company had inventory of $0 and $8,730, respectively, with no allowance for obsolescence.

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.

Recently Issued Accounting Standards Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition.

This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

This guidance can be adopted either retrospectively to each prior reporting period presented, or retrospectively with a cumulative-effect adjustment recognized as of the date of adoption.

The original effective date of this guidance for public entities was for annual reporting periods beginning after December 15, 2016.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), to defer the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.

A reporting entity may choose to early adopt the guidance as of the original effective date.

We do not anticipate early adoption, and are currently evaluating the impact on our financial statements upon the adoption of this guidance.

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.

Our current authorized common shares are 200,000,000 and 1,000 preferred voting shares.

As of December 31, 2016, 3,312,273 of the Company’s common stock and 1,000 shares of the Company’s preferred stock were issued and outstanding.

Issuances pursuant to conversions

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

The amount totaled $12,849 including interest was converted into 17,132 unregistered shares of the Company's common stock at $0.75 per share, the conversion price as stated in the convertible promissory note.

On January 6, 2014, the Company agreed to modify the terms of this $12,500 convertible promissory notes dated May 27, 2013.

The conversion rate was reduced from $5.00 per share to $0.75 per share.

The Company recognized a loss on extinguishment of $14,562 resulting from the debt modification.

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

The amount totaled $4,000 was converted into 16,000 unregistered shares of the Company's common stock at $0.25 per share, the conversion price as stated in the convertible promissory note.

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

The amount totaled $13,151 including interest was converted into 13,171 unregistered shares of the Company's common stock at $0.999 per share, the conversion price as stated in the convertible promissory note.

During 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.

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These shares were valued at $0.07 per share, the 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 $1,000 principal and $35 accrued interest related to a Note.

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

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

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

During October 2016, the Company issued 134,881 unregistered shares of common stock to a corporation for conversion of $1,050 principal and $29 accrued interest related to a Note.

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

During November 2016, the Company issued 148,319 unregistered shares of common stock to a corporation for conversion of $1,150 principal and $37 accrued interest related to a Note.

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

The firm will be compensated with 7,200 unregistered shares of the Company's common stock payable in increments of 600 shares per month for twelve (12) months starting on April 1, 2014.

During 2014, the Company issued 7,200 unregistered shares of the Company's common stock, which were valued at $0.52 per share or $3,732 to fully satisfy the March 2014 agreement.

Compensation was calculated at the fair market value of the shares at the date earned.

On June 27, 2014, the Company signed a one-year consulting agreement with an individual to provide product marketing, endorsement and spokesperson services for the Company.

The agreement began on May 10, 2014 and expires on May 10, 2015.

The consultant will be compensated with 5,000 shares of the Company's common stock.

These shares were issued in July 2014.

The shares were valued at $0.65 per share or $3,250.

Compensation was calculated at the fair market value of the shares at the date earned.

In addition, the consultant may purchase 50,000 shares of the Company's common stock at an exercise price of $0.025 per share each quarter ending May 10, 2015 (an aggregate of 200,000 shares).

Options were valued using the Black Scholes Method, resulting in a value of $103,700 of which $51,850 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:

Years Ended December 31,

Expected volatility

Expected dividend yield

Risk-free interest rate

Expected term (in years)

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.

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

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

The loan bears interest at 5% and has a maturity date of October 20, 2012.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $0.009 per share.

After the due date, the interest rate on the convertible note increased to 15%.

The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company's common stock into on the date of issuance.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,083, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $3,391 and $3,016 at December 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note.

On May 10, 2012, the Company issued a $2,600 convertible note to William Gallagher, the Company's former CEO.

The loan bears interest at 5% and has a maturity date of November 10, 2012.

In addition, at any time, William Gallagher may convert the note into shares of the Company's common stock at an exercise price of $0.009 per share.

After the due date, the interest rate on the convertible note increases to 15%.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $1,733, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

During June and July 2013, the Company paid the principal and interest balance of $2,909 to William Gallagher.

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

The loan bears interest at 5% and has a maturity date of November 27, 2013.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $2.50 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

On January 6, 2014, the Company agreed to modify the terms of this $12,500 convertible promissory notes dated May 27, 2013.

The conversion rate was reduced from $2.50 per share to $0.75 per share.

During January 2014, $12,849 including interest was converted into 17,132 unregistered shares of the Company's common stock at $0.75 per share to fully satisfy the promissory note.

The unpaid balance including accrued interest was $12,865 at December 31, 2013.

On June 11, 2013, the Company issued a $6,500 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of August 11, 2013.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $.0065 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,500, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $7,001 and $6,676 at December 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note.

On June 11, 2013, the Company issued a $6,222 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of August 11, 2013.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $.0065 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $2,393, and was recorded as debt discount.

The debt discount was amortized through the term of the note.

The unpaid balance including accrued interest was $6,702 and $6,391 at December 31, 2014 and December 31, 2013, respectively.

The Company is not compliant with the repayment terms of the note.

On April 8, 2014, the Company issued a $21,000 convertible note to a corporation.

The loan bears interest at 8% and has a maturity date of October 8, 2014.

On March 12, 2015, the repayment term were extended to December 31, 2015.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $.0065 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $21,000, and was recorded as debt discount.

The debt discount is amortized through the term of the note.

The unpaid balance including accrued interest was $22,496 at December 31, 2014.

On May 8, 2014, the Company issued a $21,000 convertible note to a corporation.

The loan bears interest at 8% and has a maturity date of November 8, 2014.

On March 12, 2015, the repayment term were extended to December 31, 2015.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $.0065 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $14,538, and was recorded as debt discount.

The debt discount is amortized through the term of the note.

The unpaid balance including accrued interest was $22,365 at December 31, 2014.

On May 28, 2014, the Company issued a $10,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of November 28, 2014.

On March 12, 2015, the repayment term were extended to December 31, 2015.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $.0065 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $7,538, and was recorded as debt discount.

The debt discount is amortized through the term of the note.

The unpaid balance including accrued interest was $10,375 at December 31, 2014.

On June 23, 2014, the Company issued a $10,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of December 23, 2014.

On March 12, 2015, the repayment term were extended to December 31, 2015.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $.0065 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount.

The debt discount is amortized through the term of the note.

The individual contributed $5,000 in June 2014 and $5,000 in July 2014.

The unpaid balance was $10,250 at December 31, 2014.

On July 11, 2014, the Company issued a $10,000 convertible note to a corporation.

The loan bears interest at 5% and has a maturity date of January 11, 2015.

On March 12, 2015, the repayment term were extended to December 31, 2015.

In addition, at any time, the holder may convert the note into shares of the Company's common stock at an exercise price of $.0065 per share.

The fair value of the conversion option in connection with the note on the date of issuance aggregated $10,000, and was recorded as debt discount.

The debt discount is amortized through the term of the note.

The unpaid balance was $10,229 at December 31, 2014.

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

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 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.

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.

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 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.

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.

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 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

Notes payable, related party:

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

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

$35,000 remains outstanding as of December 31, 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 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 December 31, 2016.

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

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

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

Convertible notes payable, related party

The Company consolidated 18 separate convertible promissory notes of various principal amounts and fixed conversion prices, all bearing 5% interest per annum, issued to a corporation owned by the Company’s CEO during the period from August 4, 2014 through April 1, 2016, into a single convertible promissory note of $112,157, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.011, plus $5,939 accrued interest not subject to additional interest.

The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the corporation owned by the Company’s CEO.

The current net note balance is $112,157.

Convertible notes payable:

The Company consolidated 20 separate convertible promissory notes of various principal amounts and fixed conversion prices, all bearing 5% interest per annum, issued to corporation during the period from August 2, 2013 through April 1, 2016, into a single convertible promissory note of $169,065, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.008, plus $12,516 accrued interest not subject to additional interest.

The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the corporation.

The current net note balance is $164,670.

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 December 31, 2016.

Other notes payable:

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

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

$5,000 remains outstanding at December 31, 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 at December 31, 2016.

On January 25, 2013, the Company issued a $12,000 note to an individual.

$6,000 remains outstanding at December 31, 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 at December 31, 2016.

At December 31, 2016, accrued interest on all notes and convertible notes amounted to $38,631.

NOTE 5 - PROVISION FOR INCOME TAX

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.

7 unchanged sentences

The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

The Company has not filed its federal tax returns since inception and therefore, the NOL's will not be available to offset future taxable income until the tax returns are filed with the respective federal tax authorities.

The Company has not filed its federal tax returns from inception through fiscal 2013 and therefore, the NOL’s will not be available to offset future taxable income until the outstanding tax returns are filed with the respective federal tax authorities.

A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended December 31, 2016 and 2015 is summarized below.

3 unchanged sentences

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.

The shares were valued at $200,000 or $5.00 per share based on the closing price of the Company's common stock on September 26, 2011.

The agreement also included the issuance of 20,000 shares of the Company's common stock upon achieving certain operational milestones and an additional 20,000 shares of Company's common stock upon reaching 1,500 customers.

On November 4, 2011, an advance of 1,200 shares of the Company's common stock related to the reaching of the 1,500 customers milestone in the original agreement was approved by the board of directors.

The shares were valued at $5.50 per share or $6,600.

The issuance of 20,000 shares of the Company's common stock upon reaching 1,500 customers, was reduced by the advance to 1,200 shares.

During June 2013, the Company achieved the operational milestones as specified in the September 26, 2011 Type2 Defense acquisition agreement.

On June 18, 2013, the Company issued 20,000 shares to the Company's former CEO for the Type2 Defense product meeting the operational milestones.

The shares were valued at $7.50 per share or $150,000 and included as stock based compensation in the statement of operation in 2011.

In addition, on June 18, 2013, an advance of 10,000 shares of the Company's common stock related to reaching of 1,500 customers' milestone in the original agreement was approved by the board of directors and issued to William Gallagher, the Company's former CEO.

The shares were valued at $7.50 per share or $75,000 and included as stock based compensation in the accompanying statement of operation in 2013.

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, 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.

The shares were recorded at their par value of $0.001 per share or $300, valued at the nominal historical cost of the related party seller.

All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $300.

All assets other than the intellectual property had a fair value of $0, with the intellectual property valued at $240 net of $60 of accumulated amortization.

NOTE 7 - COMMITMENTS/CONTINGENCIES

From time to time, we may be involved in litigation in the ordinary course of business.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

Operating Agreements

On January 8, 2016, we signed a Supplier Agreement with Wal-Mart Stores Inc.

of Bentonville AR.

On January 25, 2016, we signed a Contract Manufacturing Agreement with Natural Solution Labs of Gravette, AR.

On February 3, 2016, we signed a Product Liability Insurance Agreement with Western Heritage Insurance.

On April 12, 2016, we signed a Warehousing/Logistics agreement with RR/NWA Logistics of Rogers, AR.

NOTE 8 - SUBSEQUENT EVENTS

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.

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