Glucose Health, Inc. 10-K

Item 8. Financial Statements. The financial statements required by Item 8 are presented in the following order: GLUCOSE HEALTH INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of December 31, 2016 and 2015 F-2 Statements of Operations for the Years Ended December 31, 2016 and 2015 F-3 Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2016 and 2015 F-4 Statements of Cash Flows For the Years Ended December 31, 2016 and 2015 F-5 Notes to Financial Statements F-6 20 Report of Independent Registered Public Accounting Firm To the Directors of Glucose Health Inc. We have audited the accompanying balance sheets of Glucose Health, Inc. (the "Company") as of December 31, 2016 and 2015, and the related statements of operations, changes in stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Glucose Health Inc. as of December 31, 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 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. /s/ Anton & Chia, LLP Newport Beach, California March 28, 2017 F-1 Table Of Contents GLUCOSE HEALTH, INC. BALANCE SHEETS December 31, 2016 2015 ASSETS CURRENT ASSETS Cash $ 20,542 $ 2,055 Accounts receivable 11,724 3,150 Inventory - 8,370 Due from affiliate - 250 Prepaid expenses 639 1,282 Total current assets 32,905 15,107 Other Asset Intellectual assets, net of accumulated amortization of $60 and $0, respectively 240 300 TOTAL ASSETS $ 33,145 $ 15,407 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 138,134 $ 94,920 Accrued interest 38,631 - Notes payable, related party 35,000 - Notes payable 5,000 6,075 Convertible notes payable, related party 112,157 100,829 Convertible notes payable 164,670 201,402 Other notes payable 35,000 - Total current liabilities 528,592 403,226 TOTAL LIABILITIES 528,592 403,226 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT Preferred stock, no par value, 1,000 shares authorized, 1,000 shares issued and outstanding as of December 31, 2016 and 2015 113,200 113,200 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 3,312 2,452 Additional paid in capital 5,687,956 5,386,001 Stock subscription 23,000 23,000 Accumulated other comprehensive loss (75,278 ) (75,278 ) Accumulated deficit (6,247,637 ) (5,837,194 ) Total stockholders' deficit (495,447 ) (387,819 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 33,145 $ 15,407 The accompanying notes are an integral part of these financial statements. F-2 Table Of Contents GLUCOSE HEALTH INC. STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2016 2015 REVENUE $ 313,229 $ 4,272 COST OF REVENUES Cost of revenues 294,062 3,875 GROSS PROFIT 19,167 397 OPERATING EXPENSES Professional fees 52,101 8,927 Stock based compensation 1,875 32,775 Research and development - 48 General and administrative 51,838 114,820 Total Operating Expenses 105,814 156,570 LOSS FROM OPERATIONS (86,647 ) (156,173 ) OTHER INCOME (EXPENSE) Interest income (expense) (323,796 ) (120,028 ) Loss on conversion of debt - (10,436 ) Gain on forgiveness of accounts payable - 20,573 Total other expense (323,796 ) (109,891 ) LOSS BEFORE INCOME TAXES (410,443 ) (266,064 ) PROVISION FOR (BENEFIT FROM) INCOME TAXES - - NET LOSS $ (410,443 ) $ (266,064 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED 2,793,759 1,956,371 NET LOSS PER SHARE - BASIC AND DILUTED $ (0.15 ) $ (0.14 ) The accompanying notes are an integral part of these financial statements. F-3 Table Of Contents GLUCOSE HEALTH, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT Accumulated Additional Stock Other Preferred Stock Common Stock Paid-In To Be Accumulated Comprehensive Shares Amount Shares Amount Capital Issued Deficit Loss Total Balance - December 31, 2014 (3) 1,000 $ 113,200 1,309,825 $ 1,310 $ 5,228,346 $ 23,000 $ (5,571,130 ) $ (75,278 ) $ (280,552 ) Common stock issued in satisfaction of debt 58,092 58 232 290 Common stock issued in satisfaction of debt 58,750 59 235 294 Common stock issued in satisfaction of debt 59,078 59 236 295 Common stock issued in satisfaction of debt 59,244 59 237 296 Common stock issued in satisfaction of debt 54,018 54 216 270 Common stock issued as compensation 70,867 71 5,929 6,000 Common stock issued in satisfaction of debt 108,246 108 433 541 Common stock issued in satisfaction of debt 100,000 100 1,687 1,787 Common stock issued in satisfaction of debt 86,882 87 348 435 Common stock issued in satisfaction of debt 87,564 88 350 438 Common stock issued for sevices 10,000 10 490 500 Common stock issued for sevices 50,000 50 22,725 22,775 Common stock issued in satisfaction of debt 88,438 88 354 442 Common stock issued in satisfaction of debt 89,020 89 3,472 3,561 Common stock issued for sevices 50,000 50 3,450 3,500 Common stock issued in satisfaction of debt 111,864 112 7,719 7,831 Net loss for the year (266,064 ) - (266,064 ) Discounts on shares issued for notes payable 109,541 109,541 Balance - December 31, 2015 (3) 1,000 113,200 2,451,888 2,452 5,386,001 23,000 (5,837,194 ) (75,278 ) (387,819 ) Common stock issued in satisfaction of debt 754,135 754 4,814 5,568 Common stock issued for accrued interest 81,250 81 569 650 Common stock issued for services 25,000 25 1,850 1,875 Net loss (410,443 ) - (410,443 ) Discount on shares issued for notes payable 294,722 294,722 Balance - December 31, 2016 (3) 1,000 113,200 3,312,273 3,312 5,687,956 23,000 (6,247,637 ) (75,278 ) (495,447 ) _______ (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 The accompanying notes are an integral part of these financial statements F-4 Table Of Contents GLUCOSE HEALTH, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 2015 OPERATING ACTIVITIES: Net loss $ (410,443 ) $ (266,064 ) Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued for services 1,875 32,775 Amortization of note discount 239,927 43,076 Amortization of intangible asset 60 - Beneficial conversion feature of notes payable - 109,541 Change in assets and liabilities Increase in accounts receivable (8,574 ) (4,572 ) Decrease (increase) in inventory 8,370 (8,370 ) (Increase) decrease in prepaid expenses and other current assets 643 37,577 Increase (decrease) in accounts payable and accrued expenses 128,879 (59,739 ) Total adjustments 371,180 150,288 Net cash used in operating activities (39,263 ) (115,776 ) CASH FLOWS FROM INVESTING ACTIVITIES: Increase in due from affilliate 250 (250 ) Net cash used in investing activities 250 (250 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes and loans payable 128,500 113,210 Payments on notes and loans payable (71,000 ) - Net cash provided by financing activities 57,500 113,210 NET INCREASE (DECREASE) IN CASH 18,487 (2,816 ) CASH - BEGINNING OF YEAR 2,055 4,871 CASH - END OF YEAR $ 20,542 $ 2,055 NON-CASH OPERATING AND INVESTING ACTIVITIES: Beneficial conversion feature $ 294,722 $ 109,541 Conversion of notes payable and accrued interest to common stock $ 6,155 $ 4,100 Conversion of liability to common stock $ - $ 4,315 The accompanying notes are an integral part of these financial statements F-5 Table Of Contents GLUCOSE HEALTH INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 20143 NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION 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 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. 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. 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 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) 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. F-6 Table Of Contents Cash Flow Reporting 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 The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of December 31, 2016 and 2015. 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, 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 The Company reviews its long-lived assets on a periodic basis, namely intellectual property, whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all 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. F-7 Table Of Contents We make critical assumptions and estimates in completing impairment assessments of goodwill and other intangible assets. Our cash flow projections look several years into the future and include assumptions on variables such as future sales and operating margin growth rates, economic conditions, market competition, inflation and discount rates. A 10% decrease in the estimated discounted cash flows for the reporting units tested would result in impairment that is not material to our results of operations. A 1.0 percentage point increase in the discount rate used would also result in impairment that is not material to our results of operations. We amortize the cost of other intangible assets over their estimated useful lives, which range up to ten years, unless such lives are deemed indefinite. Intangible assets with indefinite lives are tested in the third quarter of each fiscal year for impairment, or more often if indicators warrant. During the years ended December 31, 2016 and 2015, we recorded no impairment charges related to other intangible assets. Fair Value of Financial Instruments The carrying amount reported in the balance sheets for cash, accounts payable, accrued expenses, and short-term notes approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. ASC 820, Fair Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 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. 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. F-8 Table Of Contents Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. 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. The Company has not recorded any interest or penalties since its inception. The Company is required to file income tax returns in the U.S. federal tax jurisdiction and in various state tax jurisdictions 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 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 The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock to employees for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company also issues restricted stock to consultants for various services. 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. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. (Loss) Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. Except as noted below, the Company has not issued any options or warrants to date. At December 31, 2016, the total shares issuable upon conversion of convertible notes payable would be approximately 38,182,050 shares of the Company’s common stock. F-9 Table Of Contents Inventory Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes finished goods. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor and other indirect manufacturing costs. As of December 31, 2016, and 2015, the Company had inventory of $0 and $8,730, respectively, with no allowance for obsolescence. Recently Issued Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance can be adopted either retrospectively to each prior reporting period presented, or retrospectively with a cumulative-effect adjustment recognized as of the 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 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 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. F-10 Table Of Contents 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 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 February 2015, the Company issued 70,867 unregistered shares of the Company’s common stock as compensation to the Company’s chairman of the board. The shares were valued at $0.08467 per share or $6,000. During April 2015, the Company issued 50,000 unregistered shares of the Company’s common stock in final settlement of a consulting agreement. The shares were valued at $1,787. During May 2015, the Company issued 100,000 unregistered shares of the Company’s common stock in final settlement of an outstanding debt. The shares were valued at $22,775. During June 2015, the Company issued 10,000 unregistered shares of the Company’s common stock as compensation to a consultant. The shares were valued at $500. During November 2015, the Company’s issued 50,000 unregistered shares of the Company’s common stock as compensation to a consultant. These shares were valued at $0.07 per share or $3,500. 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. F-11 Table Of Contents NOTE 4 - NOTES PAYABLE 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. F-12 Table Of Contents 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. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The income tax provision (benefit) consists of the following: December 31, 2016 2015 Federal Current $ - $ - Deferred (2,060,384 ) (1,926,274 ) State and local Current – – Deferred – – (2,060,384 ) (1,926,274 ) Change in valuation allowance 2,060,384 1,926,274 Income tax provision (benefit) $ - $ - At December 31, 2016 and 2015, the Company had a net operating loss (“NOL’s”) carry forward in the amount of $6,243,587 and $5,837,194, respectively, available to offset future taxable income. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company has not filed its federal tax returns 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. 2016 2015 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefits 0.0 0.0 Valuation allowance 34.0 34.0 F-13 Table Of Contents NOTE 6 - INTELLECTUAL PROPERTY 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 $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 None. F-14 Table Of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.