~~Penny stock regulation.~~ ~~Shares of our common stock will probably be subject to~~adopted rules ~~adopted by the Securities and Exchange Commission~~ that regulate broker-dealer practices in connection with transactions in ~~“penny~~penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00, ~~except for~~other than securities registered on certain national securities exchanges, ~~or quoted on the NASDAQ system,~~ provided that current price and volume information with respect to transactions in ~~those~~such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, ~~not otherwise exempt from those rules,~~to deliver a standardized risk disclosure document prepared by the ~~Securities and Exchange~~ Commission, ~~which~~ that:

contains ~~the following:~~

·	a description of the nature and level of ~~risk~~risks in the market for penny stocks in both public offerings and secondary trading;

·
	·	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of ~~securities’~~Securities’ laws;

·	contains a brief, clear, narrative description of a dealer market, including ~~“bid”~~bid and ~~“ask”~~ask prices for penny stocks and the significance of the spread between the ~~“bid”~~bid and ~~“ask”~~ask price;

·
	·	contains a toll-free telephone number for inquiries on disciplinary actions;

·	~~definitions of~~
	·	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

·
	·	contains such other information and is in such form, including language, type, size and format, as the ~~Securities and Exchange~~ Commission shall require by rule or regulation.

~~Prior~~

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the ~~broker-dealer also must provide the~~ customer ~~the following:~~

with:

~~the~~

bid and offer quotations for the penny stock;


	·	the compensation of the broker-dealer and its salesperson in the transaction;


	·	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the ~~market~~marker for such stock; and

·
	·	monthly account statements showing the market value of each penny stock held in the ~~market value of each penny stock held in the~~ customer’s account.

In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those ~~rules,~~rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written ~~acknowledgment~~acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for ~~a stock~~our Common Stock.

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CAPITALIZATION

The following table sets forth our cash and capitalization as of September 30, 2022.

	·	on an actual basis, reflecting the 4-for-1 forward split of the Company’s Series D Preferred Stock and the 3-for-1 forward split of the Company’s Series E Preferred Stock, which occurred subsequent to the current period.
	·	on a proforma basis,(i) reflecting the conversions of 2,133,334 Series B, 700,001 Series C, and 180,000 Series E, shares of Preferred Stock, to Common Stock, which occurred subsequent to the current period; (ii) assuming effectiveness of our planned Common Stock Reverse Split; and (iii) assuming conversions of 640,000 Series D, and 570,000 Series E, shares of Preferred Stock, to Common Stock, expected to occur after effectiveness of our planned Common Stock Reverse Split.
	·	on an adjusted pro-forma basis, adjusting for (i) sale of 2,125,000 shares of Common Stock pursuant to this offering at a public offering price of $4.00 per share, resulting in net proceeds of approximately $7,593,500 to us, after deducting estimated underwriting discounts and commissions of $680,000 and estimated offering expenses payable to the Representative by us of $226,500; and (ii) assuming no exercise of the Representative’s over-allotment option or compensatory warrants.

The information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the final public offering price and other terms of this offering determined at pricing. You should read this information together with our financial statements and the related notes thereto included elsewhere in this Prospectus and the information set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Prospectus.

	As of September 30, 2022 Unaudited
	Actual			Pro Forma			Pro Forma As Adjusted
Cash and cash equivalents	$	308,536		$	308,536		$	7,902,036
Total liabilities	$	1,452			1,452			1,452
Preferred Stock, $0.001 par value, 10,000,000 shares authorized:
Series A, 1,000 shares authorized; Actual, Pro forma & Pro forma as adjusted, 1,000 shares issued and outstanding.		1			1			1
Series B, 3,466,668 shares authorized; Actual, 2,133,334 shares issued and outstanding; Pro forma & Pro forma as adjusted, -0- shares issued and outstanding.		2,133		-0-			-0-
Series C, 866,668 shares authorized; Actual, 866,668 shares issued and outstanding; Pro forma & Pro forma as adjusted, 166,667 shares issued and outstanding.		867			167			167
Series D, 1,200,000 shares authorized; Actual, 1,200,000 shares issued and outstanding; Pro forma & Pro forma as adjusted, 560,000 shares issued and outstanding.		1,200			560			560
Series E, 1,440,000 authorized; Actual, 1,440,000 shares issued and outstanding; Pro forma & Pro forma as adjusted, 690,000 shares issued and outstanding.		1,440			690			690
Common Stock, $0.001 par value, 40,000,000 shares authorized:
Actual 13,848,630 shares issued and outstanding; Pro forma 1,686,197 shares issued and outstanding; Pro forma as adjusted, 5,021,197 shares issued and outstanding.		13,849			1,686			5,021
Additional paid-in capital		8,829,373			8,844,549			17,342,424
Accumulated (deficit)	$	(8,071,470	)	$	(8,071,470	)	$	8,977,970
Total stockholders' equity	$	777,392		$	777,392		$	8,370,892

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Each $1.00 increase (decrease) in the assumed public offering price of $4.00 per share would increase (decrease) the pro forma amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $1,935,875, assuming that ~~becomes subject~~the number of shares offered by us, as set forth on the cover page of this Prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each increase (decrease) of 100,000 shares in the number of shares we are offering would increase (decrease) the pro forma amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $364,400, assuming that the $4 public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. The pro forma information discussed above is illustrative only and will be adjusted based on the final public offering price and other terms of this offering determined at pricing.

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DILUTION

If you invest in our shares, your interest will be diluted to the ~~penny stock rules. Holders~~extent of the difference between the public offering price of each share you purchase, and the pro forma as adjusted net tangible book value per share of our Common Stock, immediately after the closing of this offering.

Our pro forma net tangible book value per share is $0.27 per share, (i) reflecting conversions of 2,133,334 Series B, 700,001 Series C, and 180,000 Series E, shares of Preferred Stock, to Common Stock, which occurred subsequent to the current period; (ii) assuming effectiveness of our planned Common Stock Reverse Split; and (iii) assuming conversions of 640,000 Series D, and 570,000 Series E, shares of Preferred Stock, to Common Stock, expected to occur after effectiveness of our planned Common Stock Reverse Split.

Our pro forma as adjusted net tangible book value per share represents the amount of our total tangible assets reduced by our total liabilities, divided by the number of outstanding shares of our Common Stock, immediately after the closing of this offering. Our pro forma as adjusted net tangible book value is $8,369,475 or $1.67 per share of our Common Stock. This represents an immediate increase in net tangible book value of $1.40 per share to existing stockholders, and an immediate dilution of $2.33 per share to new investors participating in this offering.

The following table illustrates this dilution per share:

Assumed public offering price per share	$	4.00
Pro forma net tangible book value per share		0.27
Increase in pro forma net tangible book value attributable to new investors		1.40
Pro forma as adjusted net tangible book value after the offering		1.67
Dilution to new investors participating in the offering	$	2.33

Each $1.00 increase (decrease) in the assumed public offering price of $4.00 per share would increase (decrease) our pro forma adjusted net tangible book value after this offering by approximately $1.79 per share, and increase (decrease) the dilution per share to new investors by approximately $2.21 per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each increase (decrease) of 100,000 shares in the number of shares we are offering at the assumed public offering price of $4 would increase (decrease) each of cash and total stockholders’ (deficit) equity by approximately $364,400 after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The following table sets forth, on the pro forma basis described above, the differences between our existing stockholders and the new investors in this offering with respect to the number of shares of Common Stock purchased from us, the total consideration paid to us and the weighted average price paid per share of Common Stock paid to us, based on an assumed initial public offering price of $4.00 per share, before deducting underwriting discounts and commissions, and estimated offering expenses payable to the Representative (and assuming no exercise of the Representative’s over-allotment option and compensatory warrants).

	Number		Percent			Amount		Percent			Weighted Average Price per Share
Existing stockholders		3,058,197		59	%	$	8,847,445		51	%	$	3.05
New investors		2,125,000		41	%		8,500,000		49	%	$	4.00
Total		5,183,197		100	%	$	17,347,445		100	%	$	3.52

The number of shares of our ~~common~~Common Stock expected to be outstanding after this offering is 5,021,197 shares, and excludes:

	·	1,416,667 shares of Common Stock which may be issued upon exercise of the 1-for-1 conversion option of 1,416,667 issued and outstanding shares of Preferred Stock.
	·	Shares of Common Stock issuable upon exercise of the representative’s over-allotment option and underlying the representative’s warrants.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the period ended September 30, 2022, and the years ended December 31, 2021, and 2020 should be read in conjunction with our financial statements and accompanying notes included elsewhere in this registration statement. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth in “Risk Factors”.

Overview

We are an own-label distributor of nutritional beverages. Our niche is the formulation, manufacturing, marketing, and distribution of soluble fiber infused nutritional beverages. In November 2017, we registered the trademark GLUCODOWN® and have since launched the first soluble fiber infused, powdered iced tea, and flavored drink mixes, in North America. We launched GLUCODOWN® because we identified an absence of product variety and/or nutritional suitability among the healthier beverage offerings from other companies, serving pre-diabetic and diabetic consumers. Nutritional suitability means we apply, to the extent feasible, the nutritional recommendations and guidelines of experts, such as, for example, the American Diabetes Association, when formulating our beverages. We are currently in the early stages of marketing and distributing GLUCODOWN®.

We believe the physiological impacts of soluble fiber can nutritionally satisfy other interests of health-conscious consumers, and as result, we plan to launch more soluble fiber infused nutritional beverages, marketed under more brands. Building upon our knowledge capital gained from formulating, manufacturing, marketing, and distributing GLUCODOWN®, we registered the trademark FIBER UP® in September 2020, and are developing our second soluble fiber infused nutritional beverage brand. We plan to launch FIBER UP® as a ready-to-drink beverage and to initially focus our marketing and distribution efforts to persons 45 and older.

Recent Developments

On January 25, 2022, we entered into an investment banking agreement with EF Hutton, which was amended on November 16, 2022. The agreement contemplates the Company raising additional capital in a registered offering, listing on a stock exchange, and preparing a registration statement under the Securities Act. The Company is responsible for EF Hutton’s external counsel legal costs, whether any offering is consummated or not.

On March 29, 2022, we merged with a subsidiary, created on March 23, 2022, for the sole purpose of the merger, amended and restated our Certificate of Incorporation, and the surviving corporation is Glucose Health, Inc. Our authorized capital stock consists of (i) 40,000,000 shares of Common Stock, $0.001 par value per share, (ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share.

Subsequent Events

On October 9, 2022, 2,133,334 shares of our Series B Preferred Stock and 700,001 shares of our Series C Preferred Stock were converted to a total of 2,833,335 shares of our Common Stock (figure not adjusted for our planned Common Stock Reverse Split).

On October 24, 2022, we filed a Certificate of Amendment to our Certificate of Incorporation and increased our authorized shares of Series D Preferred Stock to 1,200,000 shares, and our authorized shares of Series E Preferred Stock increased to 1,440,000 shares. We forward split our Series D Preferred Stock at a ratio of 4-for-1, and our Series E Preferred Stock at a ratio of 3-for-1, such that 1,200,000 shares of our Series D Preferred Stock and 1,440,000 shares of our Series E Preferred Stock are issued and outstanding.

On January 3, 2023, 180,000 shares of our Series E Preferred Stock were converted to shares of 180,000 shares of our Common Stock (figure not adjusted for our planned Common Stock Reverse Split).

As of January 6, 2023, 1,686,197 shares of our Common Stock and 2,627,667 shares of our Preferred Stock are issued and outstanding.

Supply Chain Management

We believe managing our own supply chain enables us to realize higher gross margins and faster production times than otherwise can be achieved by outsourcing the supply of finished products to us, to co-packers. We have experienced delays in raw materials shipments from our suppliers in the current period and additionally in the prior fiscal year, which together have impacted our finished goods inventory in the current period. We also depend upon single suppliers for some of our raw materials, which means we cannot readily source these from other suppliers. Additionally, we depend upon specialized manufacturers to produce our products, and we cannot easily transfer this production to other manufacturers. As we believe raw materials shipment delays and manufacturing delays are now effectively routine for the visible future, we plan to substantially increase finished goods inventory to mitigate against product outages and consequent loss of revenue. We presently do not have available capital to substantially increase our finished goods inventory, which may impact our product availability and revenues for the remainder of the fiscal year.

We do not believe our supply chain challenges impact upon our product quality. We ensure the quality of our supply chain by implementing Current Good Manufacturing Practices (CGMP). As an own-label distributor, our principal responsibility is FDA record-keeping and ensuring our master product specifications, are adhered to throughout our supply chain. While we have established relationships with industry leading ingredient companies, our master specifications nevertheless require testing of lots of the ingredients shipped to us organoleptically. We also specify testing of random lots of these ingredients at third-party laboratories for consistency with our ingredient manufacturer’s specifications. We further specify testing of random production batches of our products at third-party laboratories for standard microbiological contaminants. Additionally, we specify testing of random finished goods samples at third-party laboratories for stability and consistency with our Nutrition Facts label claims.

For more information, see “Business-Supply Chain Management.”

Impact of COVID-19 Pandemic

The COVID-19 pandemic continues to rapidly evolve. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations, and financial results.

Most states and cities have at various times instituted quarantines, restrictions on travel, “stay at home” rules, social distancing measures and restrictions on the types of businesses that could continue to operate, as well as guidance in response to the pandemic and the need to contain it. As a result, the COVID-19 pandemic may affect the operations of the FDA and other health authorities, including such authorities in Europe, which could result in delays of reviews and approvals. While there have been no specific notices of delay from federal or foreign government authorities, potential interruptions, delays, or changes to the operations of the FDA, or of any foreign authority with which we might interact, might impact the approval of any applications we plan and will need to file in the future.

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In addition, we are dependent upon certain contract manufacturers and their ability to reliably and efficiently fulfill our purchase orders is critical to our business success. The COVID-19 pandemic has impacted and may continue to impact certain of our manufacturers. As a result, we have faced and may continue to face delays or difficulty sourcing certain products, which could negatively affect our business and financial results. Even if we are able to find alternate sources for such products, they may cost more, which could adversely impact our profitability and financial condition.

The global deterioration in economic conditions may have an adverse impact on discretionary consumer spending in markets that we plan to market our products, which could also impact our business and demand for our products. For instance, consumer spending may be negatively impacted by general macroeconomic conditions, including a rise in unemployment, and decreased consumer confidence resulting from the pandemic. Changing consumer behaviors as a result of the pandemic may therefore have a material impact on our expected future revenue.

The spread of COVID-19 has also adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce our ability to access capital in the future, which could negatively affect our liquidity.

If the COVID-19 pandemic does not continue to slow and the spread of COVID-19 is not contained, our business operations, including those of contract manufacturers, could be further delayed or interrupted. In addition, our operations could be disrupted if any of our employees or employees of our subcontractors were to be tested positive for having COVID-19, which could require quarantine of some or all such employees or closure of our or their facilities for disinfection. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

The extent to which the COVID-19 pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this Prospectus, including the effectiveness of vaccines and other treatments for COVID-19, the impact of variants of the COVID-19 virus and other new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact. Nevertheless, the pandemic and the current financial, economic, and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

We have not developed a COVID-19 contingency plan to address the potential challenges and risks presented by this pandemic. If we were to prepare such a plan, there could be no assurance that it would be effective in mitigating the effects of the COVID-19 virus.

For a further discussion of the impact of the COVID-19 pandemic on our business, please see “Risk Factors”.

Results Of Operations

Three Months Ended September 30, 2022, and 2021.

Revenue

Revenue increased by $105,751 to $340,681 in the three-month period ended September 30, 2022, from $234,930 in the three-month period ended September 30, 2021. During the period we issued invoices totaling $196,429 pursuant to fulfilling purchase orders from Woodland Partners (for Publix). We do not expect to receive additional purchase orders from Woodland Partners (for Publix) for the remainder of fiscal 2022, which will negatively impact our fourth quarter revenue. While revenue increased 45% in the current period vs. the comparative period, we nevertheless experienced product outages of certain of our eight GLUCODOWN® flavors due to insufficient finished goods inventory to serve our end-user customers. Delays in raw materials shipments and manufacturing in the current period and delays in raw materials shipments and manufacturing in the prior fiscal year, together impacted finished goods inventory in the current period. We believe delays in raw materials shipments and manufacturing are now effectively routine for the visible future and can only be managed by increasing finished goods inventory to mitigate against product outages and consequent loss of revenue. We are presently not able to substantially increase our finished goods inventory due to lack of resources including capital, which may impact our product availability and revenues for the remainder of the fiscal year.

Gross Profit

Gross profit increased by $91,757 to $153,789 in the three-month period ended September 30, 2022, from $62,032 in the three-month period ended September 30, 2021. Gross profit margin was 45% in the current period vs. 26% in the comparative period. The Company’s gross profit margin can be variable depending upon the mix of end-user and retailer customer sales. We earn higher gross margins from sales to end-user customers (online) than from sales to retailer customers. Our higher gross margin from end-user customers is due to our ability to control and adjust (increase) the pricing of our products as we experience price increases from our raw materials suppliers and/or manufacturers. We are effectively limited to proposing annual price increases to our retailer customers and such proposed increases may not even be approved by the retailer’s buyers. To mitigate raw material and manufacturing cost pressures, the Company utilizes a tolling and contract manufacturing business model and directly manages procurement of all inputs for its products

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Operating Expenses

Operating expenses decreased by $48,070 to $145,697 in the three-month period ended September 30, 2022, from $193,767 in the three-month period ended September 30, 2021. Operating expenses decreased in the current period vs. the comparative period due to lower selling expenses offset by higher general and administrative costs and professional fees. The Company pays for its advertising expenses, in part, through the issuance of restricted shares of Common Stock. GAAP requires us to value shares issued in payment for services using the closing quotation of our stock price on the date of entering into a contract for services and, as result, our advertising expenses can be variable between comparative periods.

Other Income (Expense) & Net Loss

Other income (expense) was $-0- in the three-month period ended September 30, 2022, vs. $-0- in the three-month period ended September 30, 2021. Net loss decreased by $139,827 to a net income of $8,092 in the current period from a net loss of ($131,735) in the comparative period. Our decreased net loss was a consequence of lower selling expenses in the current period vs. the comparative period.

Nine Months Ended September 30, 2022, and 2021.

Revenue

Revenue increased by $159,018 to $918,516 in the nine-month period ended September 30, 2022, from $279,826 in the nine-month period ended September 30, 2021. While revenue increased 10% in the current period vs the comparative period, we nevertheless experienced product outages of certain of our eight GLUCODOWN® flavors due to insufficient finished goods inventory to meet customer demand. Delays in raw materials shipments and manufacturing in the current period and delays in raw materials shipments and manufacturing in the prior fiscal year, together impacted finished goods inventory in the current period. We believe delays in raw materials shipments and manufacturing are now effectively routine for the visible future and can only be managed by increasing finished goods inventory to mitigate against product outages and consequent loss of revenue. We are presently not able to substantially increase our finished goods inventory due to lack of resources including capital, which may impact our product availability and revenues for the remainder of the fiscal year. Additionally, revenue from one retailer customer declined as we were impacted by systems issues at the retailer customer preventing their generation of accurate purchase orders, during our transition to supplying this retailer customer with GLUCODOWN® for stocking at their online store vs. brick-and-mortar stores. As we transition to stocking online only, we expect to receive fewer purchase orders and generate less revenue from this retailer customer than in prior periods.

Gross Profit

Gross profit increased by $115,037 to $394,863 in the nine-month period ended September 30, 2022, from $279,826 in the nine-month period ended September 30, 2021. Gross profit margin was 43% in the current period vs. 37% in the comparative period. The Company’s gross profit margin can be variable depending upon the mix of end-user and retailer customer sales. We earn higher gross margins from sales to end-user customers (online) than from sales to retailer customers. Our higher gross margin from end-user customers is due to our ability to control and adjust (increase) the pricing of our products as we experience price increases from our raw materials suppliers and/or manufacturers. We are effectively limited to proposing annual price increases to our retailer customers and such proposed increases may not even be approved by the retailer’s buyers. During the period ended September 30, 2022, we transitioned from supplying one retailer with GLUCODOWN® for stocking in-store, to stocking online only. As part of the transition, we raised our wholesale price to the retailer customer, and we expect to earn higher gross margin as a result.To mitigate raw material and manufacturing cost pressures, the Company utilizes a tolling and contract manufacturing business model and directly manages procurement of all inputs for its products.

Operating Expenses

Operating expenses increased by $134,891 to $688,648 in the nine-month period ended September 30, 2022, from $553,757 in the nine-month period ended September 30, 2021. Operating expenses increased in the current period vs. the comparative period due to higher administrative costs and professional fees and somewhat higher selling expenses. The Company pays for its advertising expenses, in part, through the issuance of restricted shares of Common Stock. GAAP requires us to value shares issued in payment for services using the closing quotation of our stock price on the date of entering into a contract for services and, as result, our advertising expenses can be variable between comparative periods.

Other Income (Expense) & Net Loss

Other income (expense) was $-0- in the nine-month period ended September 30, 2022, vs. ($2,785) in the nine-month period ended September 30, 2021. Net loss increased by $17,069 to ($293,785) in the current period from ($276,716) in the comparative period. Our increased net loss was a consequence of higher general and administrative costs and professional fees and somewhat higher selling expenses in the current period vs. the comparative period.

Fiscal Years ended December 31, 2021 (fiscal 2021) and December 31, 2020 (fiscal 2020).

Revenue

Revenue increased by $472,968 or 98%, to $953,681 in the year ended December 31, 2021, from $480,713 in the year ended December 31, 2020. The 98% increase in fiscal 2021 revenue reflected growth in our sales to end-user customers through Amazon and our own Shopify online store plus the launch of four additional flavors of GLUCODOWN® in fiscal 2021, for a total of eight flavors, compared with fiscal 2020. In fiscal 2021, the Company added no new retailer customers, compared to one additional retailer customer in fiscal 2020, and as a result, experienced only modest growth of GLUCODOWN® sales to retailers.

Gross Profit

Cost of revenue increased by $236,471, or 77%, to $543,639 in the year ended December 31, 2021, from $307,168 in the year ended December 31, 2020. Gross profit increased by $236,497, or 136%, to $410,042 in the year ended December 31, 2021, from $173,545. The increase in gross profit, was a result of the Company’s strategy of utilizing a tolling and contract manufacturing business model and managing procurement of all inputs to its products, such as ingredients and packaging, directly. Additionally, we earn higher gross margins through our sales to end-user customers (online) vs. sales to retailer customers. This higher gross margin from end-user customers is due to our ability to control the pricing of our products and adjust (increase) as we experience price increases from our raw materials suppliers and/or manufacturers. We are effectively limited to proposing annual price increases to our retailer customers and such proposed increases may not even be approved by the retailer’s buyers.

Operating Expenses

Operating expenses decreased by $51,739, or 6%, to $746,161 in the year ended December 31, 2021, from $797,900 in the year ended December 31, 2020. Operating expenses were lower in fiscal 2021 vs. fiscal 2020 due to reduced director’s fees, paid for by the issuances of equity (warrants), and reduced professional fees, offset by increased sales and marketing expenses.

Other Income (Expense) & Net Loss

Other income (expense) was ($2,785) expense in the year ended December 31, 2021, from $146,677 income in the year ended December 31, 2020, as in the fiscal 2020 period, we benefitted from a recovery of claims deducted against our invoices by a retailer and a payment on a debt settlement was offset by a gain on forgiveness of accounts payables.

Liquidity and Capital Resources

Our principal liquidity requirements are for working capital. We fund our liquidity requirements primarily through cash on hand, which are supplemented by cash flows from sales of equity and borrowings.

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Nine Months Ended September 30, 2022, and 2021.

As of September 30, 2022, and December 31, 2021, we had cash of $308,536 and $752,402, respectively, and no cash equivalents. The following table summarizes our cash flows from operating, investing, and financing activities in the interim periods ended September 30, 2022, and 2021:

	For the Nine Months Ended September 30,
	2022			2021

Net cash provided by (used in) operating activities	$	(368,491	)	$	(90,794	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by (used in) financing activities		(75,375	)		781,114

Net increase (decrease) in cash	$	(443,866	)	$	690,320

Operating Activities - The greater net cash used in operating activities in the nine months ended September 30, 2022, vs. September 30, 2021, was primarily a result of increased professional and administrative costs.

Investing Activities - No cash was used for investing activities in the nine months ended September 30, 2022, or September 30, 2021.

Financing Activities - The greater net cash used in financing activities in the nine months ended September 30, 2022, vs. September 30, 2021, was a result of preferred dividend payments and no cash raised from equity or debt financings in the current period vs. cash proceeds provided by the sale of preferred stock offset by debt repayment and preferred dividend payments in the comparative period.

Fiscal Years ended December 31, 2021 (fiscal 2021) and December 31, 2020 (fiscal 2020).

As of December 31, 2021, and December 31, 2020, we had cash of $752,402 and $69,151, respectively, and no cash equivalents. The following table summarizes our cash flows from operating, investing, and financing activities in the fiscal years 2021 and 2020:

	Years Ended December 31,
	2021			2020

Net cash provided by (used in) operating activities	$	(72,739	)	$	(68,937	)
Net cash provided by (used in) investing activities	-				(3,295	)
Net cash provided by (used in) financing activities		755,990			94,893

Net increase (decrease) in cash	$	683,251		$	22,661

Operating Activities- The marginally $3,802 greater net cash used in operating activities during the year ended December 31, 2021, vs. December 31, 2020, was a result of costs associated with increased revenues in fiscal 2021 vs. fiscal 2020.

Investing Activities - No cash was used for investing activities in the year ended December 31, 2021, and net cash used for investing activities in the year ended December 31, 2020, consisted of website domain purchases.

Financing Activities - The $661,097 greater net cash provided by financing activities in the year ended December 31, 2021, vs. December 31, 2020, was a result of proceeds received from the sale of preferred stock, offset by debt repayment and preferred dividend payments. The net cash provided by financing activities in the year ended December 31, 2020, consisted of proceeds received from the sale of preferred stock, offset by debt repayment and preferred dividend payments.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

Critical Accounting Policies

Our critical accounting estimates are detailed in our significant accounting policies as described in Note 2 of the financial statements included in this Prospectus. These financial statements were prepared in accordance with generally accepted accounting principles in the United States. Critical accounting estimates are those that we believe are most important to the portrayal of our financial condition and results of operations. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expense. Our estimates are evaluated on an ongoing basis and drawn from historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Actual results may differ from our estimates.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June 30th. Such reduced disclosure and corporate governance obligations may make it more challenging for investors to analyze our results of operations and financial prospects.

We are a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies” and “As a “smaller reporting company,” we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.”

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) December 31, 2024 (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur on the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, we may:

	·	present only two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and related management’s discussion and analysis of financial condition and results of operations in this Prospectus;
	·	avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley;
	·	provide reduced disclosure about our executive compensation arrangements; and
	·	not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition, under the JOBS Act, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period, and, as a result we will adopt new or revised accounting standards on relevant dates on which adoption of such standards is required for other public companies.

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BUSINESS

Overview

We believe the physiological impacts of soluble fiber can nutritionally satisfy other interests of health-conscious consumers, and as result, we plan to launch more soluble fiber infused nutritional beverages, marketed under more brands. Building upon our knowledge capital gained from formulating, manufacturing, marketing, and distributing GLUCODOWN®, we registered the trademark FIBER UP® in September 2020 and are developing our second soluble fiber infused nutritional beverage brand. We plan to launch FIBER UP® as a ready-to-drink beverage and to initially focus our marketing and distribution efforts to persons 45 and older.

Recent Developments

Subsequent Events

On October 9, 2022, 2,133,334 shares of our Series B Preferred Stock and 700,001 shares of our Series C Preferred Stock were converted to 2,833,335 shares of our Common Stock (figure not adjusted for our planned Common Stock Reverse Split).

On January 3, 2023, 180,000 shares of our Series E Preferred Stock were converted to 180,000 shares of our Common Stock (figure not adjusted for our planned Common Stock Reverse Split).

As of January 6, 2023, 1,686,197 shares of our Common Stock and 2,627,667 shares of our Preferred Stock are issued and outstanding.

Market Opportunity - GLUCODOWN®

The National Diabetes Statistics Report (Source: Centers for Disease Control and Prevention. Website. www.cdc.gov/diabetes/data/statistics-report/index.html. Accessed April 10, 2022) estimates 96 million adults have pre-diabetes and 37.3 million adults have diabetes. We believe the National Diabetes Statistics Report points to a large and growing market of consumers likely receptive to nutritional beverages which help maintain healthy serum glucose levels (healthy blood sugar). Prior to the introduction of GLUCODOWN®, the only nutritional beverages formulated for healthy blood sugar by the companies addressing this large and growing consumer market, were dairy shakes (ready-to-drink and powder). By formulating a new form of nutritional beverage for this consumer market, delicious tasting iced tea, and drink mixes, we believe GLUCODOWN® will gain market share. We additionally believe, as this market of consumers becomes aware of GLUCODOWN®, they will discontinue purchasing sugar-free and low-calorie beverages from other companies which, while delicious tasting, do not provide the nutritional efficacy of GLUCODOWN®.

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Market Opportunity - FIBER UP®

In addition to helping maintain healthy post-prandial serum glucose levels (blood sugar levels measured after meals) soluble fiber has other important physiological impacts. These include helping maintain healthy triglycerides and cholesterol levels, healthy blood pressure, promoting weight loss and healthy waste circumference, preserving bone density, and maintaining gut health, which includes regular digestion and immune health. We believe these additional nutritional impacts of soluble fiber will enable us to launch more soluble fiber infused beverage brands targeted to satisfying many other interests of health-conscious consumers. In this regard, we plan to launch our second brand, FIBER UP®. We believe FIBER UP® will expand our Company’s addressable consumer market, from pre-diabetic and diabetic persons served by GLUCODOWN®, to also serve the 95% of Americans understood to be fiber deficient (Source: Closing America’s Fiber Intake Gap. Website https://www.ncbi.nlm.nih.gov/pmc/articles/PMC6124841/. Accessed April 10, 2022). While the beneficial impacts of increasing soluble fiber intake are applicable across all age cohorts, we plan to initially focus our launch of FIBER UP® to persons 45 and older - a consumer market we believe to be underserved by other beverage companies.

Products

GLUCODOWN®

In fourth quarter of 2017, we launched the first soluble fiber infused iced tea mix in North America in four flavors (Peach Tea, Lemon Tea, Raspberry Tea, and Mixed Berry Tea) under the GLUCODOWN® brand to principally serve pre-diabetic and diabetic persons.

GLUCODOWN® provides nutritional support for the maintenance of healthy blood sugar. The principal ingredient in GLUCODOWN® is a soluble form of dietary fiber invented by Matsutani Chemical Industry Co. Ltd, of Japan. For an ingredient to be labeled as “dietary fiber” in the United States, the ingredient must be determined by the Food and Drug Administration (FDA) to have at least one physiological impact beneficial to human health (See Government Regulation). Dietary fiber has beneficial physiological impacts related to blood sugar and insulin (and other beneficial impacts). These beneficial physiological impacts are also replicated in nutritional investigations made available to us by our ingredient supplier related to their dietary fiber. Several of the nutritional investigations compiled by our ingredient supplier evaluated beverages including tea drinks, coffee drinks and soft drinks, enriched with their dietary fiber, in similar concentrations as GLUCODOWN®. These drinks are analogous to GLUCODOWN®. We derive our statements of nutritional support from the dietary fiber in GLUCODOWN®.

GLUCODOWN® is also enriched with micronutrients (vitamins and minerals). We selected chromium in picolinate form, zinc in picolinate form, manganese in citrate form and vitamins B¹ (thiamine), B⁶ (pyridoxine), B⁷ (biotin) and B¹² (cyanocobalamin) based upon some evidence of beneficial physiological impacts related to serving our target market of diabetic and pre-diabetic persons. For example, some research indicates regular consumption of metformin may potentially be associated with vitamin B¹² deficiency. We formulated these micronutrients at 50% of the FDA recommended % daily value except for chromium picolinate which is 100% of the FDA % daily value. We do not derive any of our statements of nutritional support from the micronutrients in GLUCODOWN®.

GLUCODOWN® is also enriched with an extract of the banaba leaf plant standardized to a 1% concentration of corosolic acid. For more than 2,000 years, to the present day, the leaf of the banaba plant has been utilized in Ayurveda, a traditional form of healing in India, for healthy blood sugar. We do not derive any of our statements of nutritional support from the banaba leaf extract in GLUCODOWN®.

We manufacture GLUCODOWN® in powder form which consumers can use to make their own beverages. We have developed formulations, which we consider trade secrets, of natural flavors (we do not use artificial flavors), flavor enhancing acidulants (citric and malic acid), and for our iced teas, of decaffeinated pure black tea powder sourced directly from India’s largest manufacturer. To make our beverages sweet tasting without sugar, we were informed by the joint scientific statement of the American Heart Association and the American Diabetes Association regarding non-nutritive sweeteners (Source: Nonnutritive Sweeteners: Current Use and Health Perspectives. A Scientific Statement From the American Heart Association and the American Diabetes Association. Website https://pubmed.ncbi.nlm.nih.gov/22777177/. Accessed August 18, 2022) in our selection of (pure) sucralose for our formulations. While we have, and continue to evaluate other non-nutritive sweeteners as they are introduced by manufacturers, it is our current belief (pure) sucralose is superior to all other non-nutritive sweeteners, based upon our criteria of safety, taste and manufacturing stability

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We distinguish the labeling and marketing of our GLUCODOWN® brand with three statements of nutritional support deriving from the physiological impacts of the dietary fiber infused in GLUCODOWN®:

·	Moderate rising glucose levels after meals to maintain healthy post-prandial glycemic response

·	Block metabolism of dietary sugars and fats to maintain healthy glucose, cholesterol and triglycerides levels.

·	Improve regularity to maintain healthy digestion

In 2021, we extended our GLUCODOWN® product line by launching four new GLUCODOWN® drink (not iced tea) mix flavors (Cherry, Strawberry-Banana, Peach Mango, and Watermelon) also in powder form.

We manufacture all eight GLUCODOWN® flavor variations in two packaging formats (foil resealable pouches and bulk containers).

Additionally, we are formulating more GLUCODOWN® line extensions to serve prediabetic and diabetic persons, all to be manufactured in powder form, includingflavored instant coffees, such as Mocha Coffee, and Horchata.

We are also developing new GLUCODOWN® packaging formats, including single-serve stick-packs for all our iced tea mix, drink mix and planned future flavor variations.

However, to launch more GLUCODOWN® line extensions in the current fiscal year, we require additional capital, which we do not presently have.

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FIBER UP®

FIBER UP® will be our second soluble fiber infused nutritional beverage brand and our first ready-to-drink (not powder) beverage. We plan to utilize a variation suitable for ready-to-drink beverages, of the same soluble fiber from our ingredient supplier, for FIBER UP®, as we use for GLUCODOWN®. We plan to formulate approximately 5 grams of dietary fiber per serving size (16 oz. bottle) which compares to approximately 4 grams of dietary fiber per serving size (one scoop per 8 oz. of water) for GLUCODOWN®. We plan to distinguish the labeling and marketing of our FIBER UP® brand with four statements of nutritional support deriving from the physiological impacts of the dietary fiber infused in FIBER UP®. Our identified target market consists of health-conscious persons 45 years and older who may be fiber deficient. We believe most Americans are not aware of their fiber deficiency. Accordingly, we intend to emphasize the physiological benefits of our soluble fiber, with four statements of nutritional support prominently displayed in our labeling and marketing, which we believe are compelling to our identified consumer market.

·	Supports a healthy heart

·	Promotes weight loss

·	Preserves bone strength

·	Maintains a healthy gut

Whereas the micronutrients selected for GLUCODOWN® were chosen based upon some evidence of potential physiological benefit targeted to diabetic and pre-diabetic consumers, we intend to enrich FIBER UP® with a broader spectrum of micronutrients targeted to serve health conscious consumers who may be fiber deficient. For example, we also plan to include calcium in FIBER UP® which complements dietary fiber’s beneficial physiological impacts related to preserving bone strength. We will not derive any of our statements of nutritional support from the micronutrients in FIBER UP®.

Whereas extract of banaba leaf (for corosolic acid) was selected for GLUCODOWN® based upon its use in Ayurveda traditional healing for healthy blood sugar, we intend to enrich FIBER UP® with a different plant extract, such as ginseng, for which some evidence indicates some potential physiological benefit related to heart health, weight loss, bone strength and a healthy gut. We will not derive any of our statements of nutritional support from the plant extracts in FIBER UP®.

As we plan to manufacture FIBER UP® as a ready-to-drink beverage, we have developed formulas, which we consider trade secrets, of natural flavors (we do not use artificial flavors), flavor enhancing acidulants (citric and malic acid) and our preferred non-nutritive sweetener, (pure) sucralose. Consumer perception of ready-to-drink beverages is also enhanced by appearance. In this regard, we have utilized colors derived from vegetables to develop vibrant purple and red colors for the FIBER UP® drink flavors we have formulated to date, grape and cherry.

We believe consumer awareness of FIBER UP® will be enhanced by attractive artwork and packaging. We evaluated many different forms of consumer packaging for FIBER UP® and determined aluminum bottles to be the most environmentally friendly due to their essentially infinite recyclability. We considered various aluminum bottle options from different manufacturers and opened an account with our chosen supplier. We have completed the graphic design and labeling for FIBER UP® including review by our FDA/FTC attorney for compliance with applicable regulations and industry guidance statements.

We have also begun early manufacturing, marketing, and distribution planning for FIBER UP®, including hiring a brand management firm to assist us. However, to launch FIBER UP® in the current fiscal year, we require substantial additional capital, which we do not presently have.

Marketing and Distribution

Our most important marketing and distribution objectives are:

	(1)	Build awareness of GLUCODOWN® among the persons which comprise our identified pre-diabetic and diabetic consumer market for this brand.
	(2)	Increase sales of GLUCODOWN® via direct end-user consumer purchase at Amazon and our own Shopify online store.
	(3)	Secure distribution of GLUCODOWN® at national and large regional retailers.
	(4)	Grow sales of GLUCODOWN® at the national and large regional retailers who are already our customers.
	(5)	Launch FIBER UP® in at least one regional market.

We generate awareness of GLUCODOWN® through placement of advertising on cable television, satellite radio and digital media. We advertise in daytime and primetime on cable television channels such as Hallmark, Game Show Network and National Geographic. All our advertising scripts are vetted by our FDA/FTC attorney for compliance to applicable regulations. Although we do have a GLUCODOWN® Facebook page which facilitates customer questions, we do not expend significant resources utilizing social media platforms to bring awareness to our products. Customer experience or testimonial statements engendered by social media marketing, may be perceived as statements of disease mitigation or prevention. The utilization of such statements by an own-label distributor in marketing its products, is routinely cited in FDA warning letters.

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We launched GLUCODOWN® at Amazon in 2018 and at our own Shopify online store in 2021 and generate the majority of our revenue from these direct-to-consumer sales platforms (our “end-user” customers). We use our GLUCODOWN® brand awareness advertising to drive sales on these platforms. We use the reporting and attribution tools developed by Amazon and Shopify to optimize our advertising campaigns. Optimization means we have visibility to monitor our return on investment from the advertising we place, to ensure it is achieving our revenue objectives.

We also seek to increase our revenue by becoming a supplier to national and large regional retailers (our “retailer” customers). The process of securing product placement in-store and online at national and large regional retailers involves obtaining appointments with buyers; gaining buyer approval during annual or bi-annual reviews; may involve the payment of various fees or incentives to retailers, which may lower gross profits; and may involve payments to third-party agents and/or distributors to secure shelf space at retailers, which may lower gross profits. Once approval is received and we become a supplier to a retailer, significant expense may then be incurred for the filing and processing of various warehouse and logistics claims and disputes, to secure full payment for items shipped to the retailer.

Since we launched the GLUCODOWN® brand in the fourth quarter of 2017, our Company has become a supplier to retailers and the distributors which serve them, including Walmart, CVS Pharmacies and Woodland Partners (for Publix). We use our GLUCODOWN® brand awareness advertising to drive sales at our retailer customers. In addition, we have access to, or can implement on our own initiative, retailer marketing programs which include aisle displays and signage, flyer or digital flyer advertising, coupons or similar discount programs, and temporary price reductions. We have yet to implement these retailer marketing programs, and we believe they may represent an opportunity to generate additional revenues.

We have begun early manufacturing, marketing, and distribution planning for FIBER UP®, including hiring a brand management firm to assist us. We plan to focus our FIBER UP® marketing and distribution efforts initially on persons 45 and older, in one regional market of the United States. However, to launch FIBER UP® in the current fiscal year, we require substantial additional capital, which we do not presently have.

We presently rely upon our CEO/CFO to manage our Amazon and Shopify direct-to-consumer online sales efforts and to secure and increase sales at national and large regional retailers. We plan to build a sales and marketing organization in the future, which includes direct and/or contracted salespersons (brokers) for our brands GLUCODOWN® and FIBER UP®, if we are successful in obtaining more capital, of which there is no certainty.

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Supply Chain Management

We believe managing our own supply chain enables us to realize higher gross margins and faster production times than otherwise can be achieved by outsourcing the supply of finished products to us, to co-packers. Managing our own supply chain means we procure all primary inputs for our products. We routinely procure ingredients such as soluble fiber, flavorings, acidulants, micronutrients, sweeteners, and plant extracts, as well as consumer packaging, including HDPE containers, printed shrink sleeve labels, seals and closures, printed foil pouches and master and inner shipping cases. We source our product inputs directly from their manufacturers, whenever possible. From the formulation of GLUCODOWN® in 2017, to the present date, we have established and maintained direct relationships with a core group of industry leading ingredient companies, including Archer Daniels Midland/Matsutani, Jiaherb, DSM Fortitech, Virginia Dare and AVT Tea, to provide the inputs for our products.

Managing our own supply chain also means we enter into "tolling" and “contract manufacturing” arrangements for the production of our products. Tolling means we ship primary ingredients to a third-party manufacturing facility for processing, in accordance with our master specifications, into a secondary ingredient, which is then shipped to another third-party manufacturing facility for assembly into a finished good, in accordance with our master specifications. An example of a tolling manufacturer we use is Balchem. Contract manufacturing means we ship primary and/or secondary ingredients, plus packaging, to a third-party manufacturing facility for assembly into a finished good, in accordance with our master specifications. We make these arrangements without general written contracts, but through the issuance of purchase orders and ensuring adherence to Current Good Manufacturing Practices (CGMP) via master specifications, and our FDA record-keeping, where applicable.

We have experienced delays in raw materials shipments from our suppliers which have impacted our finished goods and led to product outages and lost opportunity for additional revenue. We also depend upon single suppliers for some of our raw materials, which means we cannot readily source these raw materials from other suppliers. Additionally, we depend upon specialized manufacturers to produce our products, and we cannot easily transfer this production to other manufacturers. We believe raw materials shipment delays and manufacturing delays have become effectively routine for the visible future. To mitigate against product outages and consequent loss of revenue which raw materials shipment delays and manufacturing delays cause, we plan to substantially increase our finished goods inventory. We presently do not have available capital to substantially increase our finished goods inventory, which may impact our product availability and revenues for the remainder of the fiscal year.

We ensure the quality of our supply chain by implementing Current Good Manufacturing Practices (CGMP). As an own-label distributor, our principal responsibility is FDA record-keeping and ensuring our master product specifications, are adhered to throughout our supply chain. While we have established relationships with industry leading ingredient companies, our master specifications nevertheless require testing of lots of the ingredients shipped to us organoleptically. We also specify testing of random lots of these ingredients at third-party laboratories for consistency with our ingredient manufacturer’s specifications. We further specify testing of random production batches of our products at third-party laboratories for standard microbiological contaminants. Additionally, we specify testing of random finished goods samples at third-party laboratories for stability and consistency with our Nutrition Facts label claims.

Competition

GLUCODOWN® competes directly on the shelves and/or online at the retailers who are our customers, and online at Amazon, with other nutritional beverages which serve our market niche of pre-diabetic and diabetic consumers. These nutritional beverages include Glucerna®, distributed by Abbott Laboratories; Boost®, distributed by Nestle; Splenda® distributed by Heartland Food Products Group, and Slimfast®, distributed by Glanbia, PLC. Our principal competitors are far larger companies than our Company, with much greater financial and human resources to allocate to their brands. Our principal competitor’s brands all have extensive retailer and online distribution, and established consumer recognition and loyalty.

Nevertheless, GLUCODOWN® has two competitive advantages over our much larger principal competitor’s brands - its nutritional attributes and its product differentiation.

We believe there are four essential nutritional attributes when formulating a nutritional beverage for diabetic and pre-diabetic consumers:

	·	No sugar (including no added sugar)
	·	No saturated fat
	·	Low-calorie (10 calories per serving)
	·	Good Source of Fiber (soluble)

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Our belief in the nutritional suitability of GLUCODOWN® with respect to our target market, and in particular the essential nature of all four nutritional attributes named above, is informed by the guidelines and recommendations of experts, for example, that published by the American Diabetes Association.

No sugar (including no added sugar)	The consumption of sugar-sweetened beverages…is strongly discouraged…”(1) “People with diabetes and those at risk are advised to…minimize the consumption of foods with added sugar…”(2)
No saturated fat	“The type of fats consumed is more important than total amount of fat when looking at metabolic goals and CVD risk, and it is recommended that the percentage of total calories from saturated fats should be limited…”(3)
Low-calorie (10 calories per serving)	“Management and reduction of weight is important for people with type 1 diabetes, type 2 diabetes, or prediabetes with overweight or obesity.”(4) “For some people with diabetes who are accustomed to regularly consuming sugar-sweetened products, non- nutritive sweeteners (containing few or no calories) may be an acceptable substitute for nutritive sweeteners.”(5)
Good Source of Fiber (soluble)	Lifestyle modification focusing on….increase of…viscous fiber…”(6)

(1)	“The American Diabetes Association Standards of Medical Care in Diabetes-2022” page S66.

(2)	“The American Diabetes Association Standards of Medical Care in Diabetes-2022” page S63.

(3)	“The American Diabetes Association Standards of Medical Care in Diabetes-2022” page S66.

(4)	“The American Diabetes Association Standards of Medical Care in Diabetes-2022” page S64.

(5)	“The American Diabetes Association Standards of Medical Care in Diabetes-2019 (Abridged for Primary Care Providers)” page 17.

(6)	“The American Diabetes Association Standards of Medical Care in Diabetes-2019 (Abridged for Primary Care Providers)” page 26.

While all our principal competitors utilize dietary fiber, GLUCODOWN® is the only brand, to the best of our knowledge, which possesses all four nutritional attributes identified above. According to their Nutrition Facts panel disclosures, we believe all our principal competitor’s beverages indicate the presence of saturated fat; all our principal competitor’s beverages range between 10x to 19x more calories per serving compared to GLUCODOWN®; and three of our four principal competitors’ beverages indicate the presence of sugar.

Additionally, some of our competitors utilize dietary protein in their formulations. We believe dietary protein supplementation is not scientifically supported for glycemic management (maintaining healthy blood sugar) and is therefore, not nutritionally suitable, for GLUCODOWN®. In support of our belief, we cite The American Diabetes Association Standards of Medical Care in Diabetes-2022 which, on page S66, sub-heading Protein, provides that “[t]here is no evidence that adjusting the daily level of protein intake (typically 1-1.5 g/kg body wt/day or 15-20% total calories) will improve health, and research is inconclusive regarding the ideal amount of dietary protein to optimize either glycemic management or CVD risk (121,153).” (The American Diabetes Association Standards of Medical Care in Diabetes-2022. diabetesjournals.org/care/article/45/Supplement_1/S60/138923/5-Facilitating-Behavior-Change-and-Well-being-to)

GLUCODOWN® is also a unique and distinctive product compared to all others manufactured by our competitors. Our competitor’s products are all dairy shakes (powdered or ready-to-drink) with each brand offering a limited choice of flavors, typically chocolate, strawberry, and vanilla. In contrast, GLUCODOWN® offers an array of delicious iced tea mixes (Peach Tea, Lemon Tea, Raspberry Tea, and Mixed Berry Tea) and delicious (not iced tea) drink mixes (Cherry, Peach-Mango, Strawberry-Banana, and Watermelon).

GLUCODOWN® indirectly competes with a myriad of dietary supplements in tablet and capsule form found in brick-and-mortar retailers and online marketplaces, targeted to our consumer market niche. These dietary supplements include many different plant extracts, such as, for example, cinnamon, bitter melon, fenugreek and others, and some also include many combinations of different plant extracts. The dietary supplements we indirectly compete with further include many vitamins and minerals, such as B¹² or chromium, and also include many combinations of these vitamins and minerals (and plant extracts). The dietary supplements we indirectly compete with are usually not themselves branded but can be marketed by large and well-established vitamin manufacturers with established company brand awareness, who have greater financial, staff and distribution resources, compared to our Company. Nevertheless, we believe that as our GLUCODOWN® brand continues to steadily gain consumer recognition, we will effectively compete against all such dietary supplements.

Although GLUCODOWN® is infused with dietary fiber, we believe it to be a deliciously flavored beverage, which does not directly, or indirectly, compete with dietary fiber supplements. Most dietary fiber supplements are tasteless or alternatively, pleasant tasting, but not conceived by manufacturers as a beverage meant to be evaluated by consumers also based upon delicious taste. Additionally, a number of dietary fiber supplements utilize “insoluble” dietary fiber, which does not possess the properties of “soluble” fiber that inhibit the metabolism of dietary sugars into serum glucose (i.e., maintain healthy blood sugar).

We expect FIBER UP® will face intense competition when and if we are able to launch this brand. Consumer’s preference for healthier soft drinks is a recognized industry trend. It is apparent that most, if not all leading beverage companies’ market healthier soft drinks, including many with established brand recognition and extensive distribution success. Many small beverage companies also market healthier soft drinks, each with varying degrees of brand recognition and distribution success. Some small beverage companies have even launched soft drinks infused with dietary fiber. We believe these brands may include Wanu Water, Olipop, Halfday and Gist. We have limited information with which we can assess their formulations (including form of dietary fiber), their marketing and brand recognition, and their distribution success. At present, we cannot determine whether these brands may pose a competitive threat. As a new entrant to the healthier soft drink consumer market, FIBER UP® will face intense competition from all healthier drinks generally, and possibly healthier drinks infused with dietary fiber, if and when it is launched.

Despite this intensely competitive market, we believe that FIBER UP® will be successful because it will have two important competitive advantages when comparing with the many other healthier soft drinks available to consumers today - statements of nutritional support and early-entrant market status in our category segment.

As a consequence of the physiological impacts on the human body of the dietary fiber we plan to infuse in FIBER UP®, we intend to incorporate various statements of nutritional support in our labeling and marketing of FIBER UP®, such as, for example, “supports a healthy heart”. We believe health-conscious consumers will find such statements compelling, particularly in comparison to other healthier beverages. We believe many, if not most, healthier soft-drinks presently marketed to health-conscious consumers, utilize only simple nutritive statements, such as no-sugar, caffeine-free, gluten-free, or low-calorie. We believe our planned statements of nutritional support for FIBER UP® provide important brand differentiation because they are not apparent in the labeling and marketing of other healthier soft drink brands from other beverage companies. We have limited information to assess whether such statements of nutritional support are also present in the labeling and marketing of other healthier soft drinks we believe to be infused with dietary fiber and whether, as a result, these brands may pose a competitive threat. We believe consumers at the age of 45 and older, in particular, will be receptive to our statements of nutritional support. If we obtain the capital to launch FIBER UP®, of which there is no certainty, it is our intention to initially focus our limited marketing resources on 45 and older consumers.

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In the last two decades, leading beverage companies have marketed, or test-marketed, various fiber infused soft drinks in the United States, without apparent commercial success. In contrast, in Asian countries, particularly with older populations such as Japan, fiber infused soft drinks are today marketed by leading beverage companies with apparent commercial success and brand longevity. We believe consumer interest in the United States in the physiological benefits of soluble fiber is nascent, for reasons of an aging population and increasing health consciousness but, is still not yet at scale for brand investment by leading beverage companies. The current absence of leading beverage companies manufacturing and distributing soluble fiber infused soft drinks in North America provides an early-entrant market opportunity for our Company. If we are successful, we believe we will be among the first beverage companies in North America to launch soluble fiber infused, healthier soft drinks. As an early-entrant in this category segment, we may potentially gain brand recognition and meaningful distribution without having to face direct competition from the leading beverage companies.

Intellectual Property

Our intellectual property consists of trade secrets, registered trademarks and a patent pending.

Our trade secrets consist of product formulas, composition and methods, research and development, and unpatentable know-how, all of which we seek to protect, in part, by confidentiality agreements. However, it is possible that parties may breach our confidentiality agreements, and we may not have adequate remedies for any breach. It is also possible that our trade secrets will otherwise become known or be independently developed by competitors. There can be no assurance that third parties will not assert infringement or other claims against us with respect to any existing or future products, or that licenses would be available if our formulas were successfully challenged by a third party. Litigation to protect our intellectual property or to determine the validity of any third-party claims could result in significant expense to us, whether or not we are successful in such litigation.

Our registered trademarks, GLUCODOWN® and FIBER UP®, are recorded on the Principal Register following our applications to the United States Patent and Trademark Office ("USPTO"). The Principal Register provides protection only for very distinctive marks or marks that have acquired secondary meaning. Most importantly, the Principal Register is only accepted by Amazon Brand Registry as an authorized trademark. Amazon Brand Registry provides enhanced protections for removing third-party sellers and other benefits such as enhanced listing features which gives us control of our product images at Amazon. Our trademarks can potentially exist in perpetuity if we file renewal documents including Section 8 and Section 9 Affidavits with USPTO. Section 9 Affidavits are generally filed in the 9^th or 10^th year of trademark registration, to provide a further 10 years of trademark registration.

Our patent pending is "Compositions and Methods for Metabolic Health". Our patent pending relates to a composition of soluble fiber (resistant dextrin), corosolic acid extracted from lagerstroemia speciosa (the banaba plant) and chromium picolinate. The purpose of the composition is maintenance of metabolic health with nutrition. Metabolic health means maintaining healthy weight and/or waistline, normal blood pressure, normal triglyceride levels, normal HDL (good) cholesterol and normal blood sugar levels, both fasting and after meals, without use of medication. We utilize our composition in the formulation of GLUCODOWN® and believe a patent may provide a measure of protection for this product, if granted.

We filed a provisional patent application with the USPTO on December 23, 2021. A provisional patent application provides the means to establish an early effective filing date, in a later filed nonprovisional patent application (35 U.S.C. §111(a)). It provides for the term "Patent Pending" to be applied in connection with the description of the invention. A provisional application for a patent has a pendency lasting 12 months from the date the provisional application is filed. By filing our provisional application first, and then filing our nonprovisional application (with reference to our provisional patent application) within the pendency period, our twenty-year patent term endpoint for our non-provisional (utility) patent (if granted) effectively can be extended by as much as 12 months.

We filed an "international" (PCT) patent application on December 21, 2022, which claims the benefit of priority under Article 4 of the Paris Convention to our provisional application filed with the USPTO on December 23, 2021. The deadline for electing national/regional stage entry of the PCT application in most jurisdictions occurs at 30 months from (i.e., on June 23, 2024), 31 months (i.e., on July 23, 2024), or 32 months (i.e., on August 23, 2024), from the earliest effective priority application filing date. If a corresponding patent is eventually granted in the U.S. or other major jurisdictions, the projected expiry date will be December 21, 2042. Extension of patent term due to prosecution and/or regulatory delays may be available in some jurisdictions.

Patent applications we file may not result in patents being issued. Although our 2021 worldwide patent search undertaken by our patent attorney concluded that our composition has not previously been disclosed, objections of examining attorneys for such compositions are among the most difficult to overcome. Patents we file may not provide us with adequate proprietary protection or advantages against competitors with similar or competing products. Also, because of potential conflicts with the proprietary rights of others, we may in the future have to prove that we are not infringing the patent rights of others or be required to obtain a license to the patent. We do not know whether such a license would be available on commercially reasonable terms, or at all.

While we have no knowledge that we are infringing the proprietary rights of any third party, there can be no assurance that such claims will not be asserted in the future with respect to our product formulas or future products. Any such assertion by a third party could require us to pay royalties, to participate in costly litigation or to refrain from selling an alleged infringing product.

Trademarks

We have two registered trademarks in the United States:

“GLUCODOWN” registered USPTO trademark filed November 6, 2017.

“FIBER UP” registered USPTO trademark, filed September 10, 2020.

Patent Pending

We have one patent pending in the United States:

“Compositions and Methods for Metabolic Health” filed on December 23, 2021.

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Government Regulation

The formulating, manufacturing, packaging & labeling, distributing, marketing, and advertising of our nutritional beverage products are subject to government regulation, principally by the Food and Drug Administration (hereinafter the "FDA"). We are classified as an own-label distributor because we contract with other firms to manufacture our products which we distribute under our trademarks. However, as an own-label distributor, we retain ultimate responsibility for the products we distribute into interstate commerce. We are required to be compliant with pertinent FDA regulations and industry guidance, deriving from TITLE 21--FOOD AND DRUGS, CHAPTER I--FOOD AND DRUG ADMINISTRATION, DEPARTMENT OF HEALTH AND HUMAN SERVICES, SUBCHAPTER B - FOOD FOR HUMAN CONSUMPTION.

We consider our soluble fiber infused nutritional beverages to be conventional foods. Section 201(f) of the Food Drug & Cosmetics Act (FD&C Act) (21 U.S.C. 321(f)) defines a food as “(1) articles used for food or drink for man or other animals, (2) chewing gum, and (3) articles used for components of any such article.” The term “conventional” to modify “food” is found throughout the FD&C Act. For example, under Section 201(ff)(2)(B) of the FD&C Act (21 U.S.C. 321(ff)(2)(B)), the term “dietary supplement” means a product that, among other requirements, “is not represented for use as a conventional food or as a sole item of a meal or the diet.”

Our statements of nutritional support for GLUCODOWN® and FIBER UP® fall into two of the three categories of permitted claims of nutritional support defined in FDA regulations and industry guidance:

1) Nutrient Content claims. Nutrient Content claims are permitted in accordance with TITLE 21--FOOD AND DRUGS CHAPTER I--FOOD AND DRUG ADMINISTRATION DEPARTMENT OF HEALTH AND HUMAN SERVICES SUBCHAPTER B - FOOD FOR HUMAN CONSUMPTION PART 101 -- FOOD LABELING, Subpart D - Specific Requirements for Nutrient Content Claims; Sec. 101.54 Nutrient content claims for "good source," "high," "more," and "high potency." An example of such a Nutrient Content claim is “good source of fiber”.

2) Structure/Function claims. FDA published a small entity compliance guide (SECG) for a final rule published in the Federal Register of January 6, 2000 (65 FR 1000), entitled “Regulations on Statements Made for Dietary Supplements Concerning the Effect on the Structure or Function of the Body.” This SECG is intended to set forth the requirements of that final rule in plain language and to help small businesses understand the regulation. “Structure/function claims may describe the role of a nutrient or dietary ingredient intended to affect the normal structure or function of the human body, for example, "calcium builds strong bones." In addition, they may characterize the means by which a nutrient or dietary ingredient acts to maintain such structure or function, for example, "fiber maintains bowel regularity," or "antioxidants maintain cell integrity." General well-being claims describe general well-being from consumption of a nutrient or dietary ingredient. Nutrient deficiency disease claims describe a benefit related to a nutrient deficiency disease (such as vitamin C and scurvy), but such claims are allowed only if they also say how widespread the disease is in the United States. These three types of claims are not pre-approved by FDA (65 FR 1000), but the manufacturer must have substantiation that the claim is truthful and not misleading…” (Source: Structure/Function Claims and Related Dietary Supplement Claims. Website: fda.gov/food/food-labeling-nutrition/label-claims-conventional-foods-and-dietary-supplements. Accessed July 8, 2022).

FDA does not require conventional food distributors or manufacturers to notify FDA about their Nutrient Content claims or Structure/Function claims, and disclaimers are not required for such claims on conventional food labels. Nevertheless, we voluntarily include the disclaimer “These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.” to better inform consumers. FDA states that nutrient content claims and structure/function claims for conventional food, are not required to be “preapproved by FDA, but the manufacturer must have substantiation that the claim is truthful and not misleading.” (Source: Label claims for conventional foods and dietary supplements. Website: fda.gov/food/food-labeling-nutrition/label-claims-conventional-foods-and-dietary-supplements. Accessed July 8, 2022.) We maintain a compilation of nutritional investigations provided by our ingredient supplier, Archer Daniels Midland/Matsutani, relating to how their dietary fiber impacts the structure or function of the human body. This compilation supports our efforts in substantiating the truthfulness of our claims, consistent with FDA guidance.

Additionally, our efforts in substantiating the truthfulness of our structure/function claims are supported by the determination by FDA, that our supplier’s ingredient can be labeled “dietary fiber”. The Federal Register of May 27, 2016 (81 FR 33742), includes a final rule amending Nutrition Facts and Supplement Facts Labels regulations (hereafter referred to as “the final rule”). The final rule, among other things, defines dietary fiber as “non-digestible soluble and insoluble carbohydrates…determined by FDA to have physiological effects that are beneficial to human health” (21 CFR 101.9(c)(6)(i)). The various impacts of dietary fiber on human physiology studied by FDA in making this determination, include dietary fiber’s impacts on blood glucose and insulin levels (and other impacts, see for example, Review of the Scientific Evidence on the Physiological Effects of Certain Non-Digestible Carbohydrates, June 2018, Food and Drug Administration, https://www.fda.gov/files/food/published/Review-of-the-Scientific-Evidence-on-the-Physiological-Effects-of-Certain-Non-Digestible-Carbohydrates-PDF.pdf). Accordingly, enriching our beverages with dietary fiber, for which various physiological impacts are determined to be scientific fact by FDA, supports our belief that our beverages are compliant with FDA regulations pertaining to truthfulness in labeling. We also believe that the amount of dietary fiber in our beverage serving sizes, which falls within the range considered beneficial in several of the nutritional investigations provided to us by our ingredient manufacturer, also supports our truthfulness in labeling.

Section 402 of the FD&C Act includes many reasons a food may be adulterated including: If the food bears or contains any poisonous or deleterious substance which may render it injurious to health; consists in whole or in part of any filthy, putrid, or decomposed substance, or is otherwise unfit for food; or has been prepared, packed, or held under insanitary conditions whereby it may be rendered injurious to health. Section 403 of the FD&C Act includes many reasons a food may be misbranded including: If the label, brand, tag or notice under which it is sold is false or misleading in any particular as to the kind, grade or quality or composition; if it is sold as the product of one manufacturer when in reality it is the product of another manufacturer; if on the label, brand, tag or notice under which it is sold there is any false statement concerning the sanitary conditions under which it is manufactured. Failure to comply with these statutes, which are material to our business, can result in various levels of regulatory actions being imposed, including but not limited to, action letters, product recalls and injunctions. Such actions, if they took place, could have a deleterious impact on our business.

We retain ultimate responsibility for the products we distribute into interstate commerce, and we are subject to periodic, unannounced, on premise, inspections by FDA officers. Our most recent such inspection was completed during the 2021 fiscal year. Public release of such inspection reports is managed by FDA, but we believe the uneventful completion of our inspection is indicative of our continuous efforts to be aware of, and comply with, pertinent FDA regulations and industry guidance. Since the inception of our current business, we have retained an attorney, Marc Sanchez, who is an adjunct professor at a university and published expert in food and beverage law, to assist us with our FDA (and FTC) compliance. Our attorney routinely reviews our product labeling and marketing materials, including television advertising scripts, to maintain and ensure compliance with pertinent FDA regulations and industry guidance. Additionally, in 2020 and 2021, we retained the services of a consultant specializing in FDA record-keeping, to ensure our compliance, as an own-label distributor, with pertinent FDA record-keeping requirements.

In addition to the FDA, the Federal Trade Commission (hereinafter the "FTC") has further jurisdiction to regulate the labeling, promotion, and advertising of conventional foods. The FTC is authorized to use a variety of processes and remedies for enforcement, both administratively and judicially, including compulsory process, cease and desist orders, and injunctions. FTC enforcement can result in orders requiring, among other things, limits on advertising, corrective advertising, consumer redress, divestiture of assets, rescission of contracts and such other relief as may be deemed necessary. State and local authorities can also regulate advertising and labeling for conventional foods. There can be no assurance that these federal, state, and local authorities will not commence regulatory actions that could restrict the permissible scope of our product claims. Since the inception of our current business, we have not had any contact with FTC, state or local authorities.

Employees

We currently have no employees. All corporate and operations functions of the Company are carried out by our CEO/CFO and by contractors and consultants under the direction and supervision of our CEO/CFO.

Facilities

We hold no real property or leases on property. We utilize our third-party tolling and contract manufacturing and logistics partner’s facilities in Arkansas and Minnesota for purposes of warehousing our raw materials and finished goods. Our principal executive office is located at 609 SW 8^th Street, Suite 600, Bentonville AR, 72712, tel. 479-802-3827, for which we have an annual executive office services agreement and utilize for purposes of in-person meetings (prior to COVID-19 pandemic) and maintaining a physical presence for our FDA facility registration and periodic on-premises inspection of records by FDA officers.

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Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings or claims against us.

Corporate History

We were incorporated under the laws of the State of Nevada as Bio-Solutions Corp. on March 27, 2007. From inception, through the third quarter of 2014, we were engaged in various businesses which were unrelated to our current business and corporate officers. On November 19, 2014, we changed our name to Glucose Health, Inc., and our business to that of an own-label distributor of nutritional beverages, which is our business today. Following the name change and the changes in the focus of our business, on April 16, 2018, we filed Form 15 to terminate our registered class of securities and reporting requirements under the Exchange Act.

Corporate Information

Our principal executive office is located at 609 SW 8th Street, Suite 600, Bentonville, AR 72712, and our telephone number is 479-802-3827. Our corporate website is www.glucosehealthinc.com, and our product website is www.glucodown.com. Information available on this website is not incorporated by reference in and is not deemed a part of this Prospectus or the registration statement of which this Prospectus is a part.

COVID-19 Pandemic

Starting in late 2019, a novel strain of the coronavirus, or COVID-19, began to rapidly spread around the world and every state in the United States. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations, and financial results.

In addition, we are dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill our orders is critical to our business success. The COVID-19 pandemic has impacted and may continue to impact certain of our manufacturers and suppliers. As a result, we may face delays or difficulty sourcing certain products, which could negatively affect our business and financial results.

The global deterioration in economic conditions may have an adverse impact on discretionary consumer spending in markets that we plan to market our products, which could also impact our business and demand for our products. For instance, consumer spending may be negatively impacted by general macroeconomic conditions, including a rise in unemployment, and decreased consumer confidence resulting from the pandemic. Changing consumer behaviors because of the pandemic may therefore have a material impact on our expected future revenue.

If the COVID-19 pandemic does not continue to slow and the spread of COVID-19 is not contained, our business operations, including those of contract manufacturers, could be further delayed or interrupted. We expect that government and health authorities may announce new or extend existing restrictions, which could require us or our subcontractors to make further adjustments to our operations to comply with any such restrictions. We or our subcontractors may also experience limitations in employee resources. In addition, our operations could be disrupted if any of our employees or employees of our subcontractors were to be tested positive for having COVID-19, which could require quarantine of some or all such employees or closure of our or their facilities for disinfection. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

The extent to which the COVID-19 pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this Prospectus, including the effectiveness of vaccines and other treatments for COVID-19, the emergence of new strains of the virus and other new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact. Nevertheless, the pandemic and the current financial, economic, and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

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For a further discussion of the impact of the COVID-19 pandemic on our business, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”.

Implications of Being a Smaller Reporting Company

For further discussion of the implications of Smaller Reporting Company status, please see “Risk Factors”.

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Implications of Being an Emerging Growth Company

	·	present only two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and related management’s discussion and analysis of financial condition and results of operations in this Prospectus;

	·	avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley;

	·	provide reduced disclosure about our executive compensation arrangements; and

	·	not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

For further discussion of the implications of Emerging Company status, please see “Risk Factors”.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information about our executive officers and director. We intend to appoint three independent directors immediately upon the effectiveness of the registration statement of which this Prospectus forms a part.

Name	Age	Position(s)
*Executive Officers*
Murray Fleming	59	Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)*
Sarah Berman	37	Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) Nominee**

*Directors*
Murray Fleming	59	Director*
Robert Sipper	68	Independent Director Nominee***
William Sipper	55	Independent Director Nominee ***
Heidi Skolnik	61	Independent Director Nominee***

*Murray Fleming provides services as CEO, CFO and as a director to the Company, through BTB Management Company, a company owned by Mr. Fleming, pursuant to a consulting agreement with the Company. See “Executive Compensation-Employment/Consulting Contracts, Termination of Employment, Change-in-Control Arrangements.”

**Sarah Berman has accepted nomination as Principal Financial Officer and Principal Accounting Officer of the Company and will become its Chief Accounting Officer immediately upon the effectiveness of the registration statement of which this Prospectus forms a part.

***Robert Sipper, William Sipper, and Heidi Skolnik have accepted nomination to the Board and will become members of our Board of Directors immediately upon the effectiveness of the registration statement of which this Prospectus forms a part.

Executive Officers, Executive Officer Nominee, Director and Director Nominees

Murray Fleming, age 59, was appointed Director and Chief Executive Officer of Glucose Health, Inc. on October 1, 2014. Mr. Fleming was appointed Chief Financial Officer and Chairman on February 10, 2015. Mr. Fleming conceived soluble fiber infused iced tea and drink mixes and the brands GLUCODOWN® and FIBER UP®. Mr. Fleming also co-developed the ingredient composition which underpins GLUCODOWN®’s nutritional efficacy - a composition not previously invented based upon a worldwide patent search commissioned by Glucose Health Inc. in 2021. From 2014 through 2021, Mr. Fleming has been a significant source of growth capital for Glucose Health, Inc.

Sarah Berman, age 37, has accepted nomination as Principal Financial Officer and Principal Accounting Officer of the Company, and will be its Chief Accounting Officer immediately upon the effectiveness of the registration statement of which this Prospectus forms a part. Sarah Berman earned her bachelor's degree in Accounting from Harding University in 2007, graduating magna cum laude. In 2008, Ms. Berman joined Turner, Stone, & Co. LLP and in 2010, received her CPA designation from the Texas State Board of Public Accountancy. In 2019, Ms. Berman established her own consulting firm and began assisting Glucose Health, Inc. with its financial statements and later audit preparation.

Robert Sipper, age 68, will be a member of our Board of Directors immediately upon the effectiveness of the registration statement of which this Prospectus forms a part. Mr. Sipper is the President of Cascadia Managing Brands, LLC (“CMB”) a brand management firm he co-founded with William Sipper, on March 17, 2011 (to present). Mr. Sipper and CMB have advised established and emerging beverage brands, including Evian, Hint, Liquid Death, Zico, and C2O, in the implementation of sales, marketing, operations and distribution strategies. Prior to founding CMB, Mr. Sipper was Senior Vice President and COO of Mootch & Muck, a New York based beverage and specialty food distributor and was a former practicing business law attorney.

The Company believes that Robert Sipper, as a senior executive leader with significant experience in branding, marketing and operations in the beverage industry, particularly in the space for emerging beverage brands will contribute greatly with helping to establish brand identity and help the Company grow.

William Sipper,age 55, will be a member of our Board of Directors immediately upon the effectiveness of the registration statement of which this Prospectus forms a part. Mr. Sipper is the Managing Partner of Cascadia Managing Brands, LLC (“CMB”), a brand management firm he co-founded with Robert Sipper, on March 17, 2011 (to present). Mr. Sipper has been a featured speaker at Columbia University School of Business, The Bottled Water Congress (Torino, Italy), and at virtually every major US food and beverage industry trade show, including Natural Products Expo, BevNet and Nosh Live. He has been featured on Food Network’s “Unwrapped” and in the PBS documentary “The Water Wars.” Prior to founding CMB, Mr. Sipper held senior positions at beverage companies including Nantucket Nectars, sold to Ocean Spray and Naked Juice, sold to PepsiCo.

The Company believes that William Sipper, as a senior executive leader with significant experience in brand management and operations in the food and beverage industry will assist the Company’s strategic planning and operations.

Heidi Skolnik, age 61, will be a member of our Board of Directors immediately upon the effectiveness of the registration statement of which this Prospectus forms a part. Ms. Skolnik is a sports nutritionist and exercise physiologist and co-author of the NYTimes Best Selling The Whole Body Reset; Your weight loss plan for a flat belly, optimum health, and a body you’ll love. (Simon & Schuster and AARP). Considered a thought leader in her field, has been part of The Women’s Sports Medicine Center at Hospital for Special Surgery for over 20 years, Ms. Skolnik brought the sports nutrition model to artistic athletes and oversees the nutrition program at The Juilliard School and the School of American Ballet. Prior to that, Ms. Skolnik served as the team nutritionist with the NY Knicks for 7 years, the NY Giants for 18 years and the NY Mets for 15 years. Ms. Skolnik sat on the Board of The National Osteoporosis Foundation for ten years and currently sits on the Medical Advisory Committee of The National Menopause Foundation. Ms. Skolnik has earned two Master s degrees, one in Exercise Science, the other in Human Nutrition. As a sought-after presenter, Ms. Skolnik presents internationally and is an expert resource for both print, on-line and TV media. Ms. Skolnik is a Fellow with the American College of Sports Medicine(ACSM).

The Company believes that Heidi Skolnik, as a senior executive leader with comprehensive knowledge of nutrition and the health industry, will contribute greatly with helping to establish brand identity and product development.

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Family Relationships

Robert Sipper and William Sipper, director nominees to our Board, are brothers. There are no other family relationships between or among any of our executive officers or other directors.

Corporate Governance Overview

Director Independence

Nasdaq listing standards require that a majority of our Board of Directors be independent directors. We have determined that Robert Sipper, William Sipper, and Heidi Skolnik, nominees to our Board of Directors, will qualify as “independent directors” as defined by Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Audit Committee

We plan to designate an Audit Committee consisting solely of three independent directors who also satisfy the requirements of SEC Rule 10A-3 and who can read and understand fundamental financial statements. The Audit Committee will be responsible for, among other things, the appointment, compensation, removal, and oversight of the work of the Company’s independent registered public accounting firm, overseeing the accounting and financial reporting process of the Company, and reviewing related person transactions.

The Audit Committee will be comprised of Robert Sipper, William Sipper, and Heidi Skolnik, upon their appointment to our Board of Directors. Our Board of Directors has determined that Robert Sipper and William Sipper are independent directors and financially literate. Our Board of Directors has additionally determined that Robert Sipper qualifies as an "audit committee financial expert" as defined in applicable SEC rules. Robert Sipper will serve as the Chairman of the committee. The Audit Committee will operate under a written charter adopted by the Board of Directors, which will be posted at our website at www.glucosehealthinc.com.

Compensation Committee

We plan to designate a Compensation Committee. Under Nasdaq listing standards, we are required, as a smaller reporting company, to have two or more members of a compensation committee, and all members must be independent directors. The Compensation Committee will be responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of the Company and (b) administering the Company’s stock option plans.

The Compensation Committee will be comprised of Robert Sipper, William Sipper, and Heidi Skolnik, upon their appointment to our Board of Directors. Our Board of Directors has determined that Robert Sipper, William Sipper, and Heidi Skolnik are independent under Nasdaq listing standards. Robert Sipper will serve as Chairman of the committee. The Compensation Committee will operate under a written charter adopted by the Board of directors, which will be posted at our website at www.glucosehealthinc.com.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Robert Sipper, William Sipper, and Heidi Skolnik, upon their appointment to our Board of Directors.

The purpose of our Nominating and Corporate Governance Committee is to assist our Board of Directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new board members, consistent with criteria approved by our Board of Directors, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that our Board of Directors select, the director nominees for the next annual meeting of stockholders, (3) identifying board members qualified to fill vacancies on any board committee and recommending that our Board of Directors appoint the identified member or members to the applicable committee, (4) reviewing and recommending to our Board of Directors corporate governance guidelines applicable to us, (5) overseeing the evaluation of our Board of Directors and management and (6) handling such other matters that are specifically delegated to the committee by our Board of Directors from time to time.

The Nominating and Corporate Governance Committee will operate under a written charter adopted by the Board of directors, which will be posted at our website at www.glucosehealthinc.com.

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Code of Business Conduct and Ethics

We plan to adopt a code of business conduct and ethics that applies to our Company’s directors, officers, and future employees, which will be posted at our website at www.glucosehealthinc.com.

Involvement in Certain Legal Proceedings

Our director, nominee directors and executive officers have not been involved in any of the following events during the past ten years, except as noted:

1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. except for our director nominee, William Sipper, who agreed to an Alford plea to misdemeanor sexual abuse in the District of Columbia in 2013, relating to conduct at an industry trade show, any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities, or banking activities or to be associated with any person practicing in banking or securities activities;

4. being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5. being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by, or paid to, our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer) during fiscal years 2022 and 2021.

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Options

Awards

($)

All Other

Compensation

($)

Total

($)

Murray Fleming,

2022

84,000

CEO/CFO¹

2021

24,000

(1)

Murray Fleming provides services as CEO and as a director to the Company, through BTB Management Company, a company owned by Mr. Fleming, pursuant to a consulting agreement with the Company.

Outstanding Equity Awards at Fiscal Year-End

The Company had no outstanding equity awards at the end of fiscal year 2021.

Employment/Consulting Contracts, Termination of Employment, Change-in-Control Arrangements

Murray Fleming

On July 1, 2021, the Company entered into a consulting agreement with BTB Management Company (“BTB”), a company owned by Murray Fleming, our CEO, CFO and director. The agreement provides for quarterly payments of $12,000 for a period of 12 months and thereafter renews quarterly until terminated by either party.

Subsequently, on April 1, 2022, we entered into a new consulting agreement with BTB (which supersedes and replaces the prior agreement dated July 1, 2021), pursuant to which BTB agreed that its principal, Mr. Fleming, shall provide services to the Company, including serving as CEO, CFO and as a director, with no fixed term. In consideration of Mr. Fleming’s services to the Company, we agreed to pay $8,000 per month, paid quarterly, to BTB, and for bonus compensation of up to $100,000, to be paid upon achievement of various corporate objectives.

The Company has not entered into employment agreements or other compensation agreements with its executive officers and there are no potential payments payable to its executive officers upon termination of employment (or contract) in connection with a change in control.

Sarah Berman

Sarah Berman has accepted nomination as Principal Financial Officer and Principal Accounting Officer of the Company and will become its Chief Accounting Officer upon the effectiveness of the registration statement of which this Prospectus forms a part.The Company and Ms. Berman intend to enter into a consulting agreement with a company owned by Ms. Berman before the closing of this offering.

Director Compensation

On April 1, 2019, we issued a warrant to purchase 600,000 shares of Common Stock at an exercise price of $0.10 per share to Gerry David, upon his appointment as a Company director. We recorded an expense of $94,260 based upon the $0.16 quoted price of our Common Stock. The warrant was cancelled on March 22, 2022.

On July 15, 2019, we issued a warrant to purchase 600,000 shares of Common Stock at an exercise price of $0.10 per share to Hal Kravitz, upon his appointment as a Company director. We recorded an expense of $96,720 based upon the $0.16 quoted price of our Common Stock. The warrant was cancelled on March 22, 2022.

On June 10, 2020, we issued a warrant to purchase 600,000 shares of Common Stock at an exercise price of $0.10 per share to John Fieldly, upon his appointment as a Company director. We recorded an expense of $440,694 based upon the $0.735 quoted price of our Common Stock. The warrant was cancelled on March 22, 2022.

On February 1, 2022, we entered into a consulting agreement with Cascadia Managing Brands, LLC, a company owned by our director nominees, Robert Sipper, and William Sipper. On August 1, 2022, the Company and Cascadia Managing Brands, LLC mutually agreed to terminate their consulting agreement. On the same day, the Company entered into director’s agreements with William Sipper and Robert Sipper. Pursuant to the director’s agreements, each of William Sipper and Robert Sipper agreed to serve as an independent director of the Company immediately upon the effectiveness of the registration statement we filed on Form S-1. In consideration, we agreed to compensate each of William Sipper and Robert Sipper with a director fee of $30,000 per annum and the issuance of 15,000 shares of the Company’s Common Stock, which will vest 12 months after the effective date of the agreements.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment, and change in control arrangements, and indemnification arrangements, discussed, when required, in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction for the prior two-year period and each currently proposed transaction in which:

·	we have been or are to be a participant;

·	the amount involved exceeded or exceeds $120,000; and

·	any of our directors, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Notes payable, related party:

During April 2019, the Company consolidated several notes issued to the Company’s CEO/CFO into a single $140,000 note bearing interest at 10% per annum. During the year ended December 31, 2020, the note was repaid in full and retired.

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 Murray Fleming, the Company’s CEO/CFO, between 2014 and 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 Company’s CEO/CFO. During the year ended December 31, 2021, the note was repaid in full by issuing 690,000 shares (Note 3) and $105,950 in cash and retired.

Consulting Agreements, related party:

On July 1, 2021, the Company entered into a consulting agreement with BTB Management Company, a company owned by our CEO/CFO and director, Murray Fleming. The agreement provides for quarterly payments of $12,000 for a period of 12 months and thereafter renews quarterly until terminated by either party.

On April 1, 2022, we entered into a new consulting agreement with BTB Management Company, a company owned by our CEO/CFO and director, Murray Fleming. Pursuant to the consulting agreement, the company agreed that its Principal, Mr. Fleming, shall provide services to the Company including serving as CEO, CFO and as a director, with no fixed term. In consideration of Mr. Fleming’s services to the Company, we agreed to pay $8,000 per month, paid quarterly, to the company, and for bonus compensation of up to $100,000 to be paid, upon achievement of various corporate objectives.

On February 1, 2022, we entered into a consulting agreement with Cascadia Managing Brands, LLC, a company owned by our director nominees, Robert Sipper, and William Sipper. On August 1, 2022, the Company and Cascadia Managing Brands, LLC mutually agreed to terminate the consulting agreement. Also effective on August 1, 2022, the Company entered into director’s agreements with William Sipper and Robert Sipper and each agreed to serve as an independent director of the Company upon the effectiveness of the registration statement we filed on Form S-1. In consideration, we agreed to compensate each of William Sipper and Robert Sipper with a director fee of $30,000 per annum and the issuance of 15,000 shares of the Company’s Common Stock, which will vest 12 months after the effective date of the agreements.

Policy on Future Related-Party Transactions

Following this offering, all future transactions between us and our officers, directors, principal stockholders, and their affiliates will be approved by the audit committee, or a similar committee consisting of entirely independent directors, according to the terms of our Code of Business Conduct and Ethics.

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PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to the beneficially owned holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Stock; (2) our directors or director nominees and executive officers or nominee executive officers; and (3) all directors, director nominees, executive officers and nominee executive officers, as a group.

Applicable percentage ownership before the offering is based upon 1,686,197 shares of Common Stock and 2,626,667 shares of Preferred Stock (convertible to Common Stock), for a total of 4,312,864 shares issued and outstanding, as of the current period (September 30, 2022) and subsequent events thereto.

Applicable percentage ownership after the offering is based upon the sale and issuance of 2,125,000 shares of Common Stock pursuant to the offering, 640,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock and 570,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock, no exercise of the Representative’s over-allotment option to purchase 318,750 shares of Common Stock and no exercise of the Representative’s compensatory warrants.

A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at 609 SW 8th Street, Suite 600, Bentonville, AR 72712.

Name and Address of Owner	Shares of Common Stock Beneficially Owned		Percent Beneficially Owned Before the Offering			Percent Beneficially Owned After the Offering

5% Holders
Christopher Jemapete¹		858,333		19.90	%		13.33	%
Edmund Burke²		833,333		19.32	%		12.94	%

Gail Kellogg & Gail V Kellogg Living Trust³		317,000		7.35	%		4.92	%
Meyer Family Trust⁴		319,334		7.40	%		4.96	%
Officers and Directors
Murray Fleming		76,500		1.77	%		1.19	%
Sarah Berman†		0		0	%		0	%
Robert Sipper*		0		0	%		0	%
William Sipper*		0		0	%		0	%
Heidi Skolnik*		0		0	%		0	%
Hal Kravitz**		0		0	%		0	%
John Fieldly**		0		0	%		0	%
Gerry David***		0		0	%		0	%
Total of Officers and Directors		76,500		1.77	%		1.19	%

(1) Includes 200,000 shares of Series D Preferred Stock and 300,000 shares of Series E Preferred Stock.

(2) Includes 200,000 shares of Series D Preferred Stock and 300,000 shares of Series E Preferred Stock.

(3) Including (i) 12,000 shares of Common Stock owned by Gail V Kellogg Living Trust; (ii) 200,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock owned by Gail Kellogg; and (iii) 105,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock owned by Gail V Kellogg Living Trust. Gail Kellogg and Brooks Kellogg, in their capacity as trustees of Gail V Kellogg Living Trust, may be deemed to be the beneficial owners and to have investment discretion and voting power over the shares held by Gail V Kellogg Living Trust

(4) Including (i) 89,334 shares of Common Stock; (ii) 140,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock; and (iii) 90,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock. Craig Meyer may be deemed to be the beneficial owner and to have investment discretion and voting power over the shares held by Meyer Family 2000 Trust Dated April 25, 2000.

†nominee Chief Accounting Officer

*nominee director

**resigned March 14, 2022

***resigned March 21, 2022

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SELLING STOCKHOLDERS

This Prospectus covers the possible resale by the Selling Stockholders identified in the table below of up to 1,313,402 shares of our Common Stock. The Selling Stockholder Shares are issuable to the Selling Stockholders upon the conversion of their holdings of Series D Preferred Stock and Series E Preferred Stock, to Common Stock, which will be implemented prior to the consummation of this offering.

The Selling Stockholders may sell some, all or none of their Selling Stockholder Shares. Unless otherwise indicated, the Selling Stockholders have not had any material relationship with us or any of our affiliates within the past three years other than as a security holder.

Unless otherwise indicated in the footnotes below, we believe that: (i) the Selling Stockholders are not a broker-dealer or affiliate of a broker-dealer, and (ii) the Selling Stockholders have not had direct or indirect agreements or understandings with any person to distribute their Selling Stockholder Shares. To the extent the Selling Stockholders identified below are, or are affiliated with, a broker-dealer, it could be deemed, to be an “underwriter” within the meaning of the Securities Act. Information about the Selling Stockholders may change over time.

The following table presents information regarding the Selling Stockholders and the Selling Stockholder Shares that they may offer and sell from time to time under this Prospectus. The table reflects the Selling Stockholders respective holdings as of the date of this filing, unless otherwise noted in the footnotes to the table. Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power, as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned. The percentage of shares beneficially owned before and after the offering are based upon effectiveness of our planned Common Stock Reverse Split.

Selling Stockholder	Shares Beneficially Owned Before this Offering			Percentage of Outstanding Shares Beneficially Owned Before this Offering			Shares to be Sold in this Offering		Shares Beneficially Owned After this Offering		Percentage of Outstanding Shares Beneficially Owned After this Offering(1)
NWBB Inc.		39,735	(2)	*		%		39,735		0		0	%
Marion R Jenkins II		19,000	(3)	*		%		19,000		0		0	%
Kimberley Jenkins		10,000	(4)	*		%		10,000		0		0	%
Meyer Family Trust		319,334	(5)		7.40	%		252,667		66,667		1.04	%
Patrick Sonnier & Claire Sonnier		137,500	(6)		3.19	%		137,500		0		0	%
Gail Kellogg		200,000			4.64	%		200,000		0		0	%
Gail V Kellogg Living Trust		117,000	(7)		2.71	%		117,000		0		0	%
Thomas M Gebhardt & Michelle D Gebhardt		137,500	(8)		3.19	%		137,500		0		0	%
Brian Burke		100,000	(9)		2.32	%		100,000		0		0	%
Avinash Kant		150,000	(10)		3.48	%		150,000		0		0	%
Steven C Paul		75,000	(11)		1.74	%		75,000		0		0	%
John C Parks & Elizabeth M Parks		75,000	(12)		1.74	%		75,000		0		0	%
Total		1,380,069				%		1,313,402		66,667		1.04	%

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*	Less than 1%

(1) Assumes all shares offered by the Selling Stockholders are sold and that the Selling Stockholders buy or sell no additional shares of Common Stock prior to the completion of this Offering. The registration of these shares does not necessarily mean that the Selling Stockholders will sell all or any portion of the shares covered by this Prospectus.

(2) 39,735 shares of Common Stock. Marc Hatch may be deemed to be the beneficial owner of these shares and to have investment discretion and voting power over the shares held by NWBB Inc.

(3) 19,000 shares of Common Stock.

(4) 10,000 shares of Common Stock.

(5) Including (i) 89,334 shares of Common Stock; (ii) 140,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock; and (iii) 90,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock. Craig Meyer may be deemed to be the beneficial owner and to have investment discretion and voting power over the shares held by Meyer Family 2000 Trust Dated April 25, 2000.

(6) Including (i) 100,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock; and (ii) 37,500 shares of Common Stock issuable upon conversion of Series E Preferred Stock.

(7) Including (i) 12,000 shares of Common Stock owned by Gail V Kellogg Living Trust; (ii) 200,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock owned by Gail Kellogg; and (iii) 105,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock owned by Gail V Kellogg Living Trust. Gail Kellogg and Brooks Kellogg, in their capacity as trustees of Gail V Kellogg Living Trust, may be deemed to be the beneficial owners and to have investment discretion and voting power over the shares held by Gail V Kellogg Living Trust.

(8) Including (i) 100,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock; and (ii) 37,500 shares of Common Stock issuable upon conversion of Series E Preferred Stock.

(9) 100,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock.

(10) 150,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock.

(11) 75,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock.

(12) 75,000 shares of Common Stock issuable upon conversion of Series E Preferred Stock.

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Plan of Distribution

We are registering the Selling Stockholder Shares, including Common Stock, and Common Stock issuable upon the conversion of Series D Preferred Stock and Series E Preferred Stock prior to consummation of this offering, to permit the resale of the Selling Stockholder Shares by the Selling Stockholders, from time to time after the date of this Prospectus. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares. We will bear all fees and expenses incident to the registration of the Selling Stockholder Shares in the registration statement of which this Prospectus forms a part. The Selling Stockholder Shares will not be sold through the underwriters in this public offering.

The Selling Stockholders may sell all or a portion of the Selling Stockholder Shares beneficially owned by them and offered hereby from time to time directly or through one or more broker-dealers or agents. If the Selling Stockholder Shares are sold through broker-dealers, the Selling Stockholders will be responsible for commissions or agent’s commissions. The Selling Stockholder Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be affected in transactions, which may involve crosses or block transactions,

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in the over-the-counter market;

	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	short sales;

	●	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	●	a combination of any such methods of sale; or

	●	any other method permitted pursuant to applicable law.

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The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this Prospectus. However, the Selling Stockholders will not sell any Selling Stockholder Shares until after the closing of this initial public offering.

If the Selling Stockholders effect such transactions by Selling Stockholder Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the Selling Stockholder Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Selling Stockholder Shares or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Selling Stockholder Shares in the course of hedging in positions they assume. The Selling Stockholders may also sell Selling Stockholder Shares short and deliver Selling Stockholder Shares covered by this Prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge Selling Stockholder Shares to broker-dealers that in turn may sell such shares.

The Selling Stockholders may pledge or grant a security interest in some or all of the Selling Stockholder Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Selling Stockholder Shares from time to time pursuant to this Prospectus or any amendment to this Prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this Prospectus. The Selling Stockholders also may transfer and donate the Selling Stockholder Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling ~~those~~beneficial owners for purposes of this Prospectus.

The Selling Stockholders and any broker-dealer participating in the distribution of the Selling Stockholder Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Selling Stockholder Shares is made, a Prospectus supplement, if required, will be distributed which will set forth the aggregate amount of Selling Stockholder Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the Selling Stockholder Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Selling Stockholder Shares may not be sold unless such shares ~~because our common stock~~have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will ~~probably~~sell any or all of the Selling Stockholder Shares registered pursuant to the registration statement, of which this Prospectus forms a part.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the ~~penny~~Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Selling Stockholder Shares by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Selling Stockholder Shares to engage in market-making activities with respect to the Selling Stockholder Shares. All of the foregoing may affect the marketability of the Selling Stockholder Shares and the ability of any person or entity to engage in market-making activities with respect to the Selling Stockholder Shares.

Once sold under the registration statement, of which this Prospectus forms a part, the Selling Stockholder Shares will be freely tradeable in the hands of persons other than our affiliates.

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DESCRIPTION OF SECURITIES

General

The following description of our securities and provisions of our amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated bylaws (the “bylaws”) are summaries and are qualified by reference to such Amended and Restated Certificate of Incorporation and bylaws that will be in effect upon the closing of this offering. By becoming a shareholder in our Company, you will be deemed to have notice of and consented to these provisions of our Amended and Restated Certificate of Incorporation and bylaws.

Authorized Capital Stock

Our Amended and Restated Certificate of Incorporation authorizes us to issue up to 50,000,000 shares of capital stock, ~~rules.~~

~~Executive Compensation~~

~~Any compensation received~~consisting of (i) 40,000,000 shares of common stock, $0.001 par value per share, (“Common Stock”) (ii) 10,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). As of September 30, 2022, 1,000 shares of Series A Voting Preferred Stock are authorized, 3,466,668 shares of Series B Preferred Stock are authorized, 866,668 shares of Series C Preferred Stock are authorized, 300,000 shares of Series D Preferred Stock are authorized, and 480,000 shares of Series E Preferred Stock are authorized.

Subsequent to the current reporting period, on October 9, 2022, we amended and restated our Certificate of Incorporation, such that 1,200,000 shares of Series D Preferred Stock are authorized, and 1,440,000 shares of Series E Preferred Stock are authorized, as of the date of this filing.

The authorized but unissued shares of our Common Stock and Preferred Stock are available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Common Stock

As of September 30, 2022, 13,848,630 shares of our Common Stock are issued and outstanding (figure not adjusted for our Common Stock Reverse Split). As of January 3, 2023, 1,686,187 shares of our Common Stock are issued and outstanding.

Voting Rights

Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders and do not have cumulative voting rights. However, holders of Common Stock shall not be entitled to vote on any amendment to the Amended and Restated Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock, if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote pursuant to the Amended and Restated Certificate of Incorporation. Holders of our Common Stock has the exclusive right to vote for the election of directors and for all other purposes, at any meeting of stockholders, and holders of shares of Preferred Stock and any series shall not be entitled to receive notice of any meeting of stockholders at which they are not otherwise entitled to vote.

Liquidation or Dissolution

In the event of our liquidation or dissolution, the holders of Common Stock are entitled to receive all assets of the Company available for distribution to its stockholders, subject to any preferential or other rights of any then-outstanding Preferred Stock.

Dividends

Holders of Common Stock are entitled to receive proportionately any dividends as may be declared by our Board of Directors, subject to any preferential dividend rights of outstanding preferred stock.

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Pre-emptive Rights

The holders of our Common Stock generally do not have pre-emptive rights to purchase or subscribe for any of our capital stock or other Common Stock.

Redemption

The shares of our Common Stock are not subject to redemption by operation of a sinking fund or otherwise.

Preferred Stock

Our Board of Directors is empowered, upon stockholder approval, to issue shares of Preferred Stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the Preferred Stock could be utilized as a method of discouraging, delaying, or preventing a change in control of us.

As of September 30, 2022, 5,641,002 shares of our Preferred Stock are issued and outstanding. As of January 6, 2023, 2,627,667 shares of our Preferred Stock are issued and outstanding.

Series A Voting Preferred Stock

As of September 30, 2022, there are 1,000 shares of Series A Voting Preferred Stock issued and outstanding. For so long as any shares of Series A Voting Preferred Stock remain issued and outstanding, the holders hereof shall possess more than 50% of the voting power of the capital stock of the Corporation. The Series A Voting Preferred Stock shall have the right to vote at any meeting of stockholders, or by consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), the number of votes equal to all shares of Common Stock which are then issued and outstanding, plus an additional 10,000 shares.

The Company shall not have the right to redeem the Series A Voting Preferred Stock except upon receiving the consent and approval of the terms of conditions of redemption from the holders of at least 66-2/3% of all outstanding shares of Series A Voting Preferred Stock. Currently, our CEO owns 100% of our Series A Voting Preferred Stock.

Series A Voting Preferred Stock shall not be entitled to receive any dividends and does not have any conversion rights.

Series B Preferred Stock

As of September 30, 2022, there are 2,133,334 shares of Series B Preferred Stock issued and outstanding. Subsequent to the current reporting period, on October 9, 2022, all 2,133,334 shares of Series B Preferred Stock were converted to 2,133,334 shares of Common Stock (figure not adjusted for our Common Stock Reverse Split).

Holders of Series B Preferred Stock do not have the right to vote.

Each share of Series B Preferred Stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series B Preferred Stock by (y) the amount of accrued but unpaid dividends.

The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to Common Stock, any or all of the shares of the Series B Preferred Stock.

Series C Preferred Stock

As of September 30, 2022, there are 866,667 shares of Series C Preferred Stock issued and outstanding. Subsequent to the current reporting period, 700,001 shares of Series C Preferred Stock were converted to 700,001 shares of Common Stock (figure not adjusted for our Common Stock Reverse Split).

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Holders of Series C Preferred Stock do not have the right to vote.

Each share of Series C Preferred Stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series C Preferred Stock by (y) the amount of accrued but unpaid dividends.

Series D Preferred Stock

As of September 30, 2022, there are 300,000 shares of Series D Preferred Stock issued and outstanding. Subsequent to the current reporting period, on October 9, 2022, we forward split our shares of Series D Preferred Stock by a ratio 4 for 1, such that 1,200,000 shares are now issued and outstanding.

During the time that any shares of Series D Preferred Stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series D preferred stock at the rate of 10% of the stated value of $1.00 ($0.25 as of October 9, 2022) per share per year, payable quarterly commencing on July 1, 2020.

Holders of Series D Preferred Stock do not have the right to vote.

Each share of Series D preferred stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series D Preferred Stock by (y) the amount of accrued but unpaid dividends.

Series E Preferred Stock

As of September 30, 2022, there are 480,000 shares of Series E Preferred Stock issued and outstanding. Subsequent to the current reporting period, on October 9, 2022, we forward split our shares of Series E Preferred Stock by a ratio of 3 for 1, such that 1,440,000 shares are now issued and outstanding. Subsequent to the current reporting period, on January 3, 2023, 180,000 shares of Series E Preferred Stock were converted to 180,000 shares of Common Stock (figure not adjusted for our Common Stock Reverse Split).

Holders of Series E Preferred Stock do not have the right to vote.

Each share of Series E Preferred Stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series E Preferred Stock by (y) the amount of accrued but unpaid dividends.

Transfer Agent and Registrar

Our transfer agent is Nevada Agency and Transfer Company, 50 W Liberty Street, Suite 880, Reno, NV 89501, (775) 322-0626. Our transfer agent is registered with the Securities and Exchange Commission.

Warrants

We currently do not have any outstanding warrants.

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Representative’s Warrants

Upon the closing of this offering, there are expected to be up to 42,500 shares of Common Stock issuable upon exercise of the Representative’s warrants. See “Underwriting-Representative’s Warrants” for a description of the Representative’s warrants.

Listing

We have applied to have our Common Stock listed on the Nasdaq under the symbol “GLUC.” We will not proceed with this offering in the event our Common Stock is not approved for listing on the Nasdaq.

Holders

As of September 30, 2022, our shares of Common Stock were held by approximately 121 stockholders of record, including Cede & Co.

Certain Anti-Takeover Provisions of Delaware Law, the Company’s Certificate of Incorporation and Bylaws

Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “Business Combinations” with such corporation for a period of three years from the time such person acquired 15% or more of such corporation’s voting stock, unless: (1) the Board of Directors of such corporation approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder, (2) the interested stockholder owns at least 85% of the outstanding voting stock of such corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers ~~directors,~~ and ~~management personnel will~~certain employee stock plans), or (3) the merger transaction is approved by the Board of Directors and at a meeting of stockholders, not by written consent, by the affirmative vote of 2/3 of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or Bylaws not to be ~~determined from time to time~~governed by this particular Delaware law.

Our certificate of incorporation, our bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our Board of Directors. ~~As of March 18, 2009, our~~These provisions could also make it difficult for stockholders to take certain actions, including electing directors ~~and officers~~who are not ~~paid any compensation. They are nevertheless reimbursed~~nominated by the members of our Board of Directors or taking other corporate actions, including effecting changes in our management. For instance, our certificate of incorporation does not provide for ~~their reasonable expenses incurred upon presentation~~cumulative voting in the election of ~~the appropriate documentary evidence.~~

~~Summary Compensation Table.~~ The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our chief executive officer and our other executive officers for the period from March 27, 2007 (inception) to December 31, 2008.directors. Our Board of Directors are empowered to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation, death, or removal of a director in certain circumstances; and our advance notice provisions in our bylaws require that stockholders must comply with certain procedures in order to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting.

Our authorized but unissued Common Stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Forum for Litigation

We note that Article XII of our Amended and Restated Certificate of Incorporation identifies the Court of Chancery of the State of Delaware (referring to Delaware State Courts) as the exclusive forum for certain litigation, including any derivative action. To the extent that the applicability such provision may ~~adopt an incentive stock option plan for our executive officers~~be sought in connection with actions arising under the Securities Act or Exchange Act, pursuant to Section 27 of the Exchange Act, exclusive federal jurisdiction is created over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, which would result in ~~additional compensation.~~

		~~Annual Compensation~~			~~Long Term Compensation~~
~~Name and Principal Position~~	~~Year~~	~~Salary ($)~~	~~Bonus ($)~~	~~Other Annual Compensation ($)~~	~~Awards~~		~~Payouts~~	~~All Other Compensation~~
~~Name and Principal Position~~	~~Year~~	~~Salary ($)~~	~~Bonus ($)~~	~~Other Annual Compensation ($)~~	~~Restricted Stock Awards ($)~~	~~Securities Underlying Options/SARs (#)~~	~~LTIP Payouts ($)~~	~~All Other Compensation~~
~~Roger Corriveau former officer, and director~~	~~2008~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~
~~Gilbert Pomerleau, chief financial officer, director~~	~~2008~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~
~~Ghislaine St-Hilaire, vice president, secretary, director~~	~~2008~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~

~~Employment Contracts~~federal courts instead having jurisdiction over such claims. Pursuant to Section 22 of the Securities Act, concurrent jurisdiction is created for federal and ~~Termination~~state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provision in an action arising under the Securities Act or Exchange Act.

The Company does not intend for such exclusive forum provision to apply to claims arising under the Securities Act or the Exchange Act. The Company plans to amend its Amended and Restated Certificate of ~~Employment.~~ ~~We do~~Incorporation upon effectiveness of this registration statement to unambiguously provide that such exclusive forum provisions would not ~~anticipate~~apply to claims arising under the Securities Act or the Exchange Act and until such time as such amendment has become effective, to provide its investors of notice to this effect, the Company will continue to include disclosure indicating that the Company does not intend for such exclusive forum provisions to apply to claims arising under the Securities Act or the Exchange Act. With respect to claims arising under the Securities Act, note that investors cannot waive compliance with the federal securities laws and rules and regulations thereunder.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, shares of our Common Stock were quoted by OTC Markets under the symbol “GLUC.” Future sales of substantial amounts of our Common Stock in the public market, including shares issued upon the exercise of outstanding options or warrants, or upon debt conversion, or the anticipation of these sales, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through sales of equity securities.

Upon completion of this offering, we estimate that we will ~~enter into any employment contracts with any~~have 5,021,197 issued and outstanding shares of Common Stock, not including:

	·	1,416,667 shares of Common Stock which may be issued upon exercise of the 1-for-1 conversion option of 1,416,667 issued and outstanding shares of Preferred Stock.

	·	Any shares of Common Stock issuable upon exercise of the Representative’s over-allotment option and underlying the Representative’s warrants.

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Sale of Restricted Securities

The shares of our ~~employees. We~~Common Stock sold pursuant to this offering will be registered under the Securities Act or 1933, as amended, and therefore freely transferable, except for our affiliates. Our affiliates will be deemed to own “control” securities that are not registered for resale under the registration statement covering this Prospectus. Individuals who may be considered our affiliates after this offering include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates are not permitted to resell their shares of our Common Stock unless such shares are separately registered under an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act is available, such as Rule 144.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns “restricted securities” (i.e., securities that are not registered by an effective registration statement) of a “reporting company” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter, affiliates may not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding shares of Common Stock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported trading volume in such securities during the four preceding calendar weeks.

Sales under Rule 144 by our affiliates will also be subject to restrictions relating to manner of sale, notice and the availability of current public information about us and may be affected only through unsolicited brokers’ transactions.

Persons not deemed to be affiliates who have ~~no plans or arrangements~~beneficially owned “restricted securities” for at least six months but for less than one year may sell these securities, provided that current public information about the Company is “available,” which means that, on the date of sale, we have been subject to the reporting requirements of the Exchange Act for at least 90 days and are current in ~~respect~~our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage in unlimited re-sales of ~~remuneration received or that may be~~such securities.

Shares received by our ~~executive officers to compensate such officers~~affiliates in ~~the event of termination of employment (as a result of resignation~~this offering or ~~retirement).~~

~~Outstanding Equity Awards.~~ ~~As of December 31, 2008, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:~~

Option Awards Stock Awards
Name
Number of Securities Underlying Unexercised Options
# Exercisable
# Un-exercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock Not Vested Market Value of Shares or Units Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Nested Value of Unearned Shares, Units or Other Rights Not Vested
Roger Corriveau former officer, and director 0 0 0 0 0 0 0 0 0
Gilbert Pomerleau, chief financial officer, director 0 0 0 0 0 0 0 0 0
Ghislaine St-Hilaire, vice president, secretary, director 0 0 0 0 0 0 0 0 0

~~No Equity Compensation Plan.~~ ~~We do not have any securities authorized for issuance under any equity compensation plan.~~

~~Stock Options/SAR Grants. No grants~~upon exercise of stock options or ~~stock appreciation rights were made since our~~upon vesting of other equity-linked awards may be “control securities” rather than “restricted securities.” “Control securities” are subject to the same volume limitations as “restricted securities” but are not subject to holding period requirements.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of the Company’s Common Stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of the Company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of the Company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of ~~incorporation on March 27, 2007.~~

~~Long-TermIncentive Plans. There are no arrangements~~this Prospectus before selling such shares pursuant to Rule 701 and until expiration of the lock-up period described below.

Lock-Up Agreements

The Company, each of our directors and executive officers, and our 5% and greater stockholders, have agreed not to, subject to certain limited exceptions, offer, pledge, sell, contract to sell, grant any option to purchase, or ~~plans~~otherwise dispose of our Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, or to enter into any hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of the shares of our Common Stock, in the case of the Company for a period of 360 days after the date of this Prospectus, and in the case of our directors and executive officers and our 5% and greater stockholders for a period of 180 days after the date of this Prospectus, without the prior written consent of the underwriter. See “Underwriting-Lock-up Agreements.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Common Stock purchased in this offering, which we refer to collectively as our securities, but is for general information purposes only and does not purport to be a complete analysis of all the potential tax considerations. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary, and proposed Treasury regulations promulgated thereunder, administrative rulings and pronouncements and judicial decisions, all as of the date hereof. These authorities may change, possibly retroactively, resulting in U.S. federal income and estate tax consequences different from those set forth below. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, an opinion of counsel or ruling from the IRS with respect to the U.S. federal income tax considerations relating to the purchase, ownership, or disposition of our securities.

This summary does not address any alternative minimum tax considerations, any considerations regarding the Medicare tax, any considerations regarding the tax on net investment income, or the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under any non-income tax laws, including U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition, this summary does not address all of the tax consequences that may be relevant to investors, nor does it address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

	·	banks, insurance companies or other financial institutions;
	·	tax-exempt entities or governmental organizations, including agencies or instrumentalities thereof;
	·	regulated investment companies and real estate investment trusts;
	·	controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;
	·	brokers or dealers in securities or currencies;
	·	traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
	·	persons that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);
	·	tax-qualified retirement plans;
	·	certain former citizens or long-term residents of the United States;
	·	partnerships or entities or arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities including S corporations and trusts (and any investors therein);
	·	persons who hold our securities as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction or integrated investment;
	·	persons who do not hold our securities as a capital asset within the meaning of Section 1221 of the Code; or
	·	persons deemed to sell our securities under the constructive sale provisions of the Code, or persons holding the securities as part of a “straddle,” hedge, conversion transaction, integrated transaction, or other similar transaction.

In addition, if a partnership (or entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our securities, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our securities, and partners in such partnerships, should consult their tax advisors.

You are urged to consult your own tax advisors with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of our securities arising under the U.S. federal estate or gift tax laws or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.

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Consequences to U.S. Holders

The following is a summary of the U.S. federal income tax consequences that will apply to a U.S. holder of our securities. For purposes of this discussion, you are a U.S. holder if, for U.S. federal income tax purposes, you are a beneficial owner of our securities, other than a partnership, that is:

	·	an individual citizen or resident of the United States;
	·	a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States, any State thereof or the District of Columbia;
	·	an estate trust whose income is subject to U.S. federal income tax regardless of its source; or
	·	a trust (x) whose administration is subject to the primary supervision of a U.S. court, and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a “United States person.”

Distributions

As described in the section titled “Market for Our Common Stock - Dividend Policy,” we have never declared or paid cash dividends on our Common Stock and do not anticipate paying any dividends on our Common Stock in the foreseeable future. However, if we do make distributions in cash or other property on our Common Stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent our distributions exceed our current and accumulated earnings and profits, the excess will constitute a return of capital that will first reduce your basis in our Common Stock, but not below zero, and then will be treated as gain from the sale or other disposition of stock as described below under “Sale, Exchange or Other Taxable Disposition of Common Stock.”

Dividend income may be taxed to an individual U.S. holder at rates applicable to long-term capital gains, provided that a minimum holding period and other limitations and requirements are satisfied with certain exemptions. Any dividends that we pay to a U.S. holder that is a corporation will qualify for the dividends received deduction if the requisite holding period is satisfied, subject to certain limitations. U.S. holders should consult their own tax advisors regarding the holding period and other requirements that must be satisfied in order to qualify for the reduced tax rate on dividends or the dividends-received deduction.

Sale, Exchange or Other Taxable Disposition of Common Stock

A U.S. holder will generally recognize capital gain or loss on the sale, exchange, or other taxable disposition of our securities. The amount of gain or loss will equal the difference between the amount realized on the sale and such U.S. holder’s adjusted tax basis in such securities. The amount realized will include the amount of any cash and the fair market value of any other property received in exchange for such securities. A U.S. holder’s adjusted tax basis in its securities will generally equal the U.S. holder’s acquisition cost or purchase price, less any prior distributions treated as a return of capital. Gain or loss will be long-term capital gain or loss if the U.S. holder has held the securities for more than one year. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our securities, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide ~~pension, retirement~~a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Unearned Income Medicare Tax

A 3.8% Medicare contribution tax will generally apply to all or some portion of the net investment income of a U.S. holder that is an individual with adjusted gross income that exceeds a threshold amount.

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Consequences to Non-U.S. Holders

The following is a summary of the U.S. federal income tax consequences that will apply to a non-U.S. holder of our securities. A “non-U.S. holder” is a beneficial owner of our securities (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that, for U.S. federal income tax purposes, is not a U.S. holder. The term “non-U.S. holder” includes:

	·	a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates);
	·	a foreign corporation;
	·	an estate or trust that is not a U.S. holder; or
	·	any other Person that is not a U.S. holder

but generally does not include an individual who is present in the U.S. for 183 days or more or who is otherwise treated as a U.S. resident in the taxable year. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our securities.

Distributions

Subject to the discussion below regarding effectively connected income, any distribution paid to a non-U.S. holder, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute a dividend for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the U.S., will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 properly certifying qualification for the reduced rate. These forms must be provided prior to the payment of dividends and must be updated periodically. A non-U.S. holder eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty should consult with their individual tax advisor to determine if they may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If a non-U.S. holder holds our securities through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then may be required to provide certification to us or our paying agent, either directly or through other intermediaries.

Dividends received by a non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States) are generally exempt from such withholding tax if the non-U.S. holder satisfies certain certification and disclosure requirements. In order to obtain this exemption, the non-U.S. holder must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated U.S. federal income tax rates applicable to U.S. holders, net of certain deductions and credits. In addition, dividends received by a corporate non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty. Non-U.S. holders should consult their own tax advisors regarding any applicable tax treaties that may provide for different rules.

Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its Common Stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Common Stock, which will be treated as described under “Non-U.S. Holders - Gain on Sale, Exchange or Other Taxable Disposition of Common Stock” below.

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Gain on Sale, Exchange or Other Taxable Disposition of Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S. federal income tax on any gain realized upon the sale, exchange, or other taxable disposition of our securities unless:

	·	the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States);
	·	the non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or
	·	shares of our Common Stock constitute U.S. real property interests by reason of our status as a “United States real property holding corporation” (a USRPHC) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non- U.S. holder’s holding period for, our Common Stock (provided that an exception does not apply), and, in the case where shares of our Common Stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our Common Stock.

We believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our Common Stock is regularly traded on an established securities market, such Common Stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively hold more than five percent of such regularly traded Common Stock at any time during the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our Common Stock.

If the non-U.S. holder is described in the first bullet above, they will be required to pay tax on the net gain derived from the sale, exchange or other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or (in each case) such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange, or other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors regarding any applicable income tax or other treaties that may apply.

Federal Estate Tax

Securities beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any. A similar ~~benefits~~report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

A Non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well for ~~directors~~example, by properly certifying your non-U.S. status on an IRS Form W-8BEN or ~~executive officers. We do~~IRS Form W-8BEN-E or other applicable IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

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Foreign Account Tax Compliance

The Foreign Account Tax Compliance Act (“FATCA”) generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale or other disposition of our securities paid to a “foreign financial institution” (as specially defined under these rules), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any ~~material bonus~~“substantial United States owners” or ~~profit sharing plans~~(2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation on their investment in our securities.

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UNDERWRITING

We are offering shares of Common Stock as described in this Prospectus through the underwriters named below. EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”, or “Representative”) is acting as the Representative of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase, and we have agreed to sell to the underwriters, the number of shares listed next to its name in the following table.

Underwriters

Number of

Shares

EF Hutton, division of Benchmark Investments, LLC

2,125,000

Total

The underwriting agreement provides that the underwriters must buy all of the shares if they buy any of them. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares of Common Stock as described below. Our shares of Common Stock are offered subject to a number of conditions, including:

	·	receipt and acceptance of our shares of Common Stock by the underwriters; and
	��	the underwriters’ right to reject orders in whole or in part.

We have been advised by EF Hutton that the underwriters intend to make a market in our Common Stock but that they are not obligated to do so and may discontinue making a market at any time without notice.

In connection with this offering, certain of the underwriters or securities dealers may distribute Prospectuses electronically.

Option to Purchase Additional Shares

We have granted the underwriters an option to buy up to an aggregate of 318,750 additional shares of Common Stock. The underwriters have 45 days from the date of this Prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional securities approximately in proportion to the amounts specified in the table above.

Underwriting Discount

Shares sold by the underwriters to the public will initially be offered at the initial offering price set forth on the cover of this Prospectus. Any Shares sold by the underwriters to securities dealers may be sold at a discount of up to $0.32 per share from the public offering price. The underwriters may offer the shares through one or more of their affiliates or selling agents. If all the Shares are not sold at the public offering price, EF Hutton may change the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the Shares at the prices and upon the terms stated therein.

The following table provides information regarding the amount of the discounts and commissions to be paid to the underwriters by us, before expenses:

	Total Per Share
Public offering price	$	4.00
Underwriting discounts and commissions⁽¹⁾	$	0.32
Proceeds, before expenses, to us	$	3.68

(1) We have agreed to pay EF Hutton an underwriting discount of 8.0% of the gross proceeds of this offering.

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Expenses

We have agreed to pay up to $150,000 of EF Hutton’s expenses in connection with the offering, including: (i) up to $7,500 of EF Hutton’s actual accountable road show expenses, (ii) a $4,500 cost associated with EF Hutton’s use of book building, Prospectus tracking and compliance software, (iii) costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $3,000, (iv) EF Hutton’s legal fees, up to a maximum amount of $135,000, irrespective of whether the offering is consummated (subject to $50,000 in the event that there is not a closing). We have paid $50,000 to EF Hutton as an advance to be applied towards out-of-pocket accountable expenses (which we refer to as the “Advance”). Any portion of the Advance shall be returned back to us to the extent not actually incurred. Additionally, we have agreed that 0.9% of the gross proceeds of the offering shall be provided to EF Hutton for non-accountable expenses. The Company also agreed that it shall at its own expense conduct background checks, by a background search firm acceptable to EF Hutton, on the Company's senior management and Board of Directors.

Representative’s Warrants

We have agreed to issue warrants to EF Hutton to purchase a number of shares of Common Stock equal to 2% of the total number of shares sold in this offering at an exercise price equal to 150% of the public offering price of the Shares sold in this offering. The underwriters’ warrants will be exercisable upon issuance and will terminate on the fifth anniversary of the commencement date of sales in this offering. The underwriters’ warrants are only exercisable or convertible during the four and a half-year period commencing six (6) months from the effective date of sales in this offering. The underwriters’ warrants also provide for customary anti-dilution provisions, one-time demand registration right (with a duration of such right not to exceed five years from the commencement of sales of Common Stock in this offering) and unlimited “piggyback” registration rights (with a duration of such rights not to exceed seven years from the commencement of sales of Common Stock in this offering) with respect to the registration of the shares of Common Stock underlying the warrants. We have registered the underwriters’ warrants and the shares underlying the underwriters’ warrants in this offering.

The underwriters’ warrant and the underlying shares are deemed to be compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the underwriters’ warrant nor any of our shares of Common Stock issued upon exercise of the underwriters’ warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days immediately following the commencement date of sales in this offering, subject to certain exceptions. The underwriters’ warrant to be received by EF Hutton and related persons in connection with this offering: (i) fully comply with lock-up restrictions pursuant to FINRA Rule 5110(e)(1); and (ii) fully comply with transfer restrictions pursuant to FINRA Rule 5110(e)(2).

Tail Financing

We have also granted EF Hutton the right to receive a cash fee equal to eight percent (8.0%) of the gross proceeds received by us from the sale of securities to investors introduced to us by EF Hutton, in connection with any public or private financing or capital raise completed during the twelve (12) month period after the date that this offering is completed.

Advisory Services

EF Hutton will also provide us, from time to time, financial and M&A advisory services in the ordinary course of business for which ~~cash~~they may receive customary fees and commissions.

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Lock-up Agreements

The Company, each of our directors and executive officers, and our 5% and greater shareholders (determined based upon our total capital stock of 6,437,864 shares, comprised of 5,021,197 shares of Common Stock to be issued and outstanding pursuant to this offering and 1,416,667 shares of Common Stock potentially issuable upon exercise of the 1-for-1 conversion option of 1,416,667 issued and outstanding shares of Preferred Stock; and not including any shares of Common Stock issuable upon exercise of the Representative’s over-allotment option or ~~non-cash compensation~~underlying the Representative’s warrants),have agreed not to, subject to certain limited exceptions, offer, pledge, sell, contract to sell, grant any option to purchase, or otherwise dispose of our Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, or to enter into any hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of the shares of our Common Stock, in the case of the Company for a period of 360 days after the date of this Prospectus, and in the case of our directors and executive officers and our 5% and greater stockholders for a period of 180 days after the date of this Prospectus, without the prior written consent of EF Hutton.

Indemnification

We have agreed to indemnify the several underwriters against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Stock Exchange

We have applied to list our Common Stock on the Nasdaq stock exchange under the symbol “GLUC.” We will not proceed with this offering in the event our Common Stock is not approved for listing on the Nasdaq.

Price Stabilization, Short Positions

In connection with this offering, the underwriters may engage in activities that stabilize, maintain, or otherwise affect the price of our shares of Common Stock during and after this offering, including:

	·	stabilizing transactions;
	·	short sales;
	·	purchases to cover positions created by short sales;
	·	imposition of penalty bids; and
	·	syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our shares of Common Stock while this offering is in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These transactions may also include making short sales of our shares of Common Stock, which involve the sale by the underwriters of a greater number of shares of Common Stock than they are required to purchase in this offering and purchasing shares of Common Stock on the open market to cover short positions created by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be ~~paid~~“naked short sales,” which are short positions in excess of that amount.

The underwriters may close out any covered short position by either exercising their option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

Naked short sales are short sales made in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of Common Stock in the open market that could adversely affect investors who purchased in this offering.

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The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because EF Hutton has repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

These stabilizing transactions, short sales, purchases to cover positions created by short sales, the imposition of penalty bids and syndicate covering transactions may have the effect of raising or maintaining the market price of our ~~directors~~Common Stock or ~~executive officers.~~

~~Director Compensation.~~ ~~Our directors received~~preventing or retarding a decline in the market price of our Common Stock. As a result of these activities, the price of our Common Stock may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on the Nasdaq, in the over-the-counter market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. Neither we, nor any of the underwriters make any representation that the underwriters will engage in these stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.

Determination of Offering Price

The principal factors to be considered in determining the public offering price include:

	·	the information set forth in this Prospectus and otherwise available to EF Hutton;
	·	our history and prospects and the history and prospects for the industry in which we compete;
	·	our past and present financial performance;
	·	our prospects for future earnings and the present state of our development;
	·	the general condition of the securities market at the time of this offering;
	·	the recent market prices of, and demand for, publicly traded shares of generally comparable companies; and
	·	other factors deemed relevant by the underwriters and us.

The estimated public offering price range set forth on the cover page of this preliminary Prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our shares of Common Stock or that the shares of Common Stock will trade in the public market at or above the public offering price.

Affiliations

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. The underwriters and their affiliates may from time to time in the future engage with us and perform services for us or in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of us. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities and instruments.

Electronic Distribution

A Prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the Prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the Prospectus or the registration statement of which this Prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

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Selling Restrictions

Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the Prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Regulation, or each, a Relevant Member State, an offer to the public of any shares of our Common Stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our Common Stock may be made at any time under the following ~~compensation~~exemptions under the Prospectus Regulation, if they have been implemented in that Relevant Member State:

	(i)	to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
	(ii)	to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
	(iii)	in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of shares of our Common Stock shall result in a requirement for the publication by us or any underwriter of a Prospectus pursuant to Article 3 of the Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" in relation to any shares of our Common Stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our Common Stock to be offered so as to enable an investor to decide to purchase any shares of our Common Stock, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

United Kingdom

Each underwriter has represented and agreed that:

	(a)	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of the shares of our Common Stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

	(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our Common Stock in, from or otherwise involving the United Kingdom.

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Hong Kong

Shares of our Common Stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a "Prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to shares of our Common Stock may be issued or may be in the possession of any person for ~~their service~~the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our Common Stock which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as ~~directors during~~amended) (the "FIEL") has been made or will be made with respect to the ~~period~~solicitation of the application for the acquisition of the shares of Common Stock.

Accordingly, the shares of Common Stock have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from ~~March 27, 2008,~~the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors ("QII")

Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Common Stock constitutes either a "QII only private placement" or a "QII only secondary distribution" (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Common Stock. The shares of Common Stock may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Common Stock constitutes either a "small number private placement" or a "small number private secondary distribution" (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Common Stock. The shares of Common Stock may only be transferred en bloc without subdivision to a single investor.

Singapore

This Prospectus has not been registered as a Prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of our ~~date~~Common Stock may not be circulated or distributed, nor may the shares of ~~formation, through December 31, 2008:~~

Name Fees Earned or Paid in Cash
Stock Awards
$
Option Awards
$
Non-Equity Incentive Plan Compensation
$
Non-Qualified Deferred Compensation Earnings
$
All Other Compensation
$
Total
$
Roger Corriveau former officer, and director 0 0 0 0 0 0 0
Gilbert Pomerleau, chief financial officer, director 0 0 0 0 0 0 0
Ghislaine St-Hilaire, vice president, secretary, director 0 0 0 0 0 0 0

~~Financial Statements~~

our Common Stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

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Where shares of our Common Stock are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired shares of our Common Stock under Section 275 except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (b) where no consideration is given for the transfer; or (c) by operation of law.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for us by Lucosky Brookman LLP, Woodbridge, NJ. Carmel Milazzo & Feil LLP, is acting as counsel to the underwriters in connection with certain legal matters relating to this offering.

EXPERTS

The financial statements ~~required~~of Glucose Health, as of December 31, 2021, and 2020 appearing in this Prospectus and Registration Statement, have been audited by FRUCI & Associates II, PLLC, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are ~~presented~~included in reliance upon such report, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offered by this Prospectus. This Prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the ~~following order:~~

registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our Common Stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this Prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this Prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

You can read our SEC filings, including this registration statement, at the SEC’s website at http://www.sec.gov. In addition, upon effectiveness of this registration statement, we will make certain of our filings available at our corporate website, www.glucosehealthinc.com

Upon effectiveness of this registration statement we will become subject to the information reporting requirements of the Exchange Act, and we will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be available on the website of the SEC referred to above. The information contained in, or that can be accessed through, our website is not part of this Prospectus, and you should not consider the contents of our website in making an investment decision with respect to our Common Stock.

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INDEX TO FINANCIAL STATEMENTS

		PAGE
Interim Financial Statements
Balance Sheets as of September 30, 2022, and December 31, 2021		F-2
Statements of Operations for the three and nine months ended September 30, 2022, and 2021		F-3
Statement of Changes in Shareholders’ Equity (Deficit) for the nine months ended September 30, 2022, and 2021		F-4
Statements of Cash Flows for the nine months ended September 30, 2022, and 2021		F-5
Notes to Financial Statements		F-6

		PAGE
Audited Financial Statements for the Years Ended December 31, 2021, and 2020
Report of Independent Registered Public Accounting Firm	20	F-16
	Balance Sheets as of December 31, ~~2008~~2021, and ~~2007~~2020	21	F-18

Statements of Operations ~~and Accumulated Other Comprehensive Loss For~~for the ~~Year Ended~~years ended December 31, ~~2008~~

2021, and ~~For the Period From March 27, 2007 (Inception) to December 31, 2007~~

2020

F-19

~~Statements~~

Statement of Changes in ~~Stockholders’~~Shareholders’ Equity (Deficit) ~~For~~for the ~~Year Ended~~years ended December 31, ~~2008~~

2021, and ~~For the Period From March 27, 2007 (Inception) to December 31, 2007~~

2020

F-20

	Statements of Cash Flows ~~For~~for the ~~Year Ended~~years ended December 31, ~~2008~~ 2021, and ~~For the Period From March 27, 2007 (inception) to December 31, 2007~~ 2020	24	F-21
	Notes to Financial Statements	25	F-22

F-1

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~~Report~~

GLUCOSE HEALTH, INC.

BALANCE SHEETS

ASSETS
	September 30,			December 31,
	2022			2021
CURRENT ASSETS	(unaudited)
Cash	$	308,536		$	752,402
Accounts receivable, net of allowance for doubtful accounts of $12,052 and $10,742, respectively		145,476			29,435
Inventory		321,537			267,861
Prepaid expenses		-			103,114
Total current assets		775,549			1,152,812

Other Assets
Website domains		3,295			3,295

Intellectual assets, net of accumulated amortization of $300		-			-

TOTAL ASSETS	$	778,844		$	1,156,107

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,452		$	9,555
Total current liabilities		1,452			9,555

TOTAL LIABILITIES		1,452			9,555

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
Series A, $0.001 par value, 1,000 shares authorized
1,000 shares issued and outstanding as of
September 30, 2022 and December 31, 2021, respectively		1			1
Series B, $0.075 stated value, 3,466,668 shares authorized,
2,133,334 shares issued and outstanding as of
September 30, 2022 and December 31, 2021, respectively		2,133			2,133
Series C, $0.075 stated value, 866,668 shares authorized,
866,668 shares issued and outstanding as of
September 30, 2022 and December 31, 2021, respectively		867			867
Series D, $0.25 stated value, 1,200,000 shares authorized,
1,200,000 shares issued and outstanding as of
September 30, 2022 and December 31, 2021, respectively		1,200			1,200
Series E, $0.667 stated value, 1,440,000 shares authorized,
1,440,000 shares issued and outstanding as of
September 30, 2022 and December 31, 2021, respectively		1,440			1,440
Common stock, $0.001 par value, 40,000,000 shares authorized,
13,848,630 shares issued and outstanding as of
September 30, 2022 and December 31, 2021, respectively		13,849			13,849
Additional paid in capital		8,829,373			8,829,373
Accumulated deficit		(8,071,470	)		(7,702,310	)
Total stockholders' equity		777,392			1,146,552

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	778,844		$	1,156,107

The accompanying notes are an integral part of ~~Independent Registered Public Accounting Firm~~

Tothese financial statements.

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GLUCOSE HEALTH INC.

STATEMENTS OF OPERATIONS (UNAUDITED)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2022			2021			2022			2021

REVENUE, NET	$	340,681		$	234,930		$	918,516		$	759,498

COST OF REVENUES
Cost of revenues		186,892			172,898			523,653			479,672

GROSS PROFIT		153,789			62,032			394,863			279,826

OPERATING EXPENSES
Selling and marketing		83,748			152,723			385,405			419,230
General and administrative		46,879			28,953			153,827			85,340
Professional fees		15,070			12,091			149,416			49,187
Uncollectible receivables
Total operating expenses		145,697			193,767			688,648			553,757

INCOME (LOSS) FROM OPERATIONS		8,092			(131,735	)		(293,785	)		(273,931	)

OTHER INCOME (EXPENSE)
Interest income (expense)		-			-			-			(2,785	)
Total other expense		-			-			-			(2,785	)

INCOME (LOSS) BEFORE INCOME TAXES		8,092			(131,735	)		(293,785	)		(276,716	)

PROVISION FOR (BENEFIT FROM) INCOME TAXES		-			-			-			-

NET LOSS ATTRIBUTABLE TO GLUCOSE HEALTH, INC.		8,092			(131,735	)		(293,785	)		(276,716	)

Dividends to preferred stock holders		(25,125	)		(25,125	)		(75,375	)		(74,319	)

NET LOSS AVAILABLE FOR COMMON STOCK HOLDERS	$	(17,033	)	$	(156,860	)	$	(369,160	)	$	(351,035	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		13,848,630			13,848,630			13,848,630			12,550,039

NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED	$	0.00		$	(0.01	)	$	(0.02	)	$	(0.02	)

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC AND DILUTED	$	(0.00	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

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

F-3

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GLUCOSE HEALTH, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

	Preferred Stock				Preferred Stock, series' B-E (1,2,3)						Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Total

Balance - December 31, 2020		1,000	$	1		5,533,336		$	5,534			11,627,949	$	11,628	$	7,451,655	$	(7,263,963	)	$	204,855

Dividends to preferred stock holders		-		-		-			-			-		-		-		(74,319	)		(74,319	)

Series E Preferred Shares issued for cash received		-		-		1,440,000			1,440			-		-		958,560		-			960,000

Common shares issued for services		-		-		-			-			197,347		197		412,258		-			412,455

Conversion of Series B preferred shares to common shares		-		-		(1,333,334	)		(100,000	)		1,333,334		1,334		98,666		-			-

Common shares issued for settlement of notes payable		-		-		-			-			690,000		690		6,900		-			7,590

Net income		-		-		-			-			-		-		-		(276,716	)		(276,716	)

Balance - September 30, 2021 (unaudited)		1,000	$	1		5,640,002		$	(93,026	)		13,848,630	$	13,849	$	8,928,039	$	(7,614,998	)	$	1,233,865

Balance - December 31, 2021		1,000	$	1		5,640,002		$	5,640			13,848,630	$	13,849	$	8,829,373	$	(7,702,310	)	$	1,146,552

Dividends to preferred stock holders		-		-		-			-			-		-		-		(75,375	)		(75,375	)

Net loss		-		-		-			-			-		-		-		(293,785	)		(293,785	)

Balance - September 30, 2022 (unaudited)		1,000	$	1		5,640,002		$	5,640			13,848,630	$	13,849	$	8,829,373	$	(8,071,470	)	$	777,392

(1) The preferred stock Series D shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in March 2022.

(2) The preferred stock Series D shares authorized, issued and outstanding have been adjusted to reflect a 1-for-4 forward split, which was effective in October 2022.

(3) The preferred stock Series E shares authorized, issued and outstanding have been adjusted to reflect a 1-for-3 forward split, which was effective in October 2022.

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

F-4

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GLUCOSE HEALTH, INC.

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

	2022			2021
OPERATING ACTIVITIES:
Net income (loss)	$	(293,785	)	$	(276,716	)

Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Allowance for doubtful accounts		-			10,000
Common stock issued for services		103,114			206,228
Change in assets and liabilities
(Increase) decrease in accounts receivable		(116,041	)		(14,978	)
(Increase) decrease in inventory		(53,676	)		12,277
Increase (decrease) in accounts payable and accrued expenses		(8,103	)		(27,605	)
Total adjustments		(74,706	)		185,922
Net cash provided by (used in) operating activities		(368,491	)		(90,794	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable, related party		-			(104,567	)
Dividends paid to preferred stockholders		(75,375	)		(74,319	)
Proceeds from preferred stock		-			960,000
Net cash provided by (used in) financing activities		(75,375	)		781,114

NET INCREASE (DECREASE) IN CASH		(443,866	)		690,320
CASH - BEGINNING OF PERIOD		752,402			69,151

CASH - END OF PERIOD	$	308,536		$	759,471

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	2,785
Cash paid for income taxes	$	-		$	-

NON-CASH FINANCING ACTIVITIES:
Conversion of notes payable and accrued interest to Common Stock	$	-		$	7,590
Conversion of Series B preferred stock to Common stock	$	-		$	100,000
Issuance of Common Stock for prepaid marketing expense	$	-		$	412,455

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

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Table of Contents

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Overview

We are an own-label distributor of nutritional beverages. Our niche is the ~~Directors~~formulation, production, marketing, and distribution of

~~Bio-Solutions Corp.~~

soluble fiber infused nutritional beverages. On November 6, 2017, we registered the trademark GLUCODOWN® and have since launched the first soluble fiber infused, powdered iced tea, and flavored drink mixes, in North America. We ~~have audited~~believe the ~~accompanying balance sheets~~physiological impacts of soluble fiber can also nutritionally satisfy other interests of health-conscious consumers, and as result, we plan to launch other soluble fiber infused nutritional beverages. On September 10, 2020, we registered the trademark FIBER UP® and are currently in the early stages of developing our second soluble fiber infused nutritional beverage brand. We were incorporated under the laws of the State of Nevada as Bio-Solutions Corp. ~~(the "Company") as~~on March 27, 2007. From inception, through the third quarter of ~~December 31, 2008~~2014, we were engaged in various businesses which were unrelated to our current business and ~~2007,~~corporate officers. On November 19, 2014, we changed our name to Glucose Health, Inc., and our business to that of an own-label distributor of nutritional beverages. Following the name change and the ~~related statements of operations and accumulated other comprehensive loss,~~ changes in ~~stockholders' equity (deficit)~~the focus of our business, on April 16, 2018, we filed Form 15 to terminate our registered class of securities and ~~cash flows~~reporting requirements under the Exchange Act.

Effective on March 11, 2022, we filed Articles of Conversion with the Nevada Secretary of State and a Certificate of Conversion and Certificate of Incorporation with the Delaware Department of State, Division of Corporations and converted to a Delaware corporation. On March 29, 2022, we merged with a subsidiary, created on March 23, 2022, for the ~~year ended December 31, 2008 and period March 27, 2007 (Inception) through December 31, 2007. Our responsibility is to express an opinion on these financial statements based on our audits.~~

~~We conducted our audits in accordance with standards~~sole purpose of the ~~Public Company Accounting Oversight Board (United States). Those standards require that we plan~~merger, amended and ~~perform~~restated our Certificate of Incorporation, and the ~~audits~~surviving corporation is Glucose Health, Inc. Pursuant to ~~obtain reasonable assurance about whether the financial statements are free~~our amended and restated Certificate of ~~material misstatement. We were not engaged~~Incorporation, each previously issued and outstanding share of Series D preferred stock was reverse split, ten for one. All share references herein have been retrospectively modified 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 notaccount for the ~~purpose~~reverse split. On October 24, 2022, we amended and restated our Certificate of ~~expressing an opinion on~~Incorporation to 1) subject the ~~effectiveness of~~Series D Preferred Stock to a 1-for-4 forward stock split, changing the ~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on~~stated value from $1.00 to $0.25 per share, and 2) subject the Series E Preferred Stock to a ~~test basis, evidence supporting~~1-for-3 forward stock split, changing 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~~stated value from $2.00 to above present fairly, in all material respects, the financial position of Bio-Solutions Corp. as of December 31, 2008 and 2007, and the results of its statements of operations and accumulated other comprehensive loss, changes in stockholders’ equity (deficit), and cash flows$0.667 per share. All share references herein have been modified to account for the ~~year ended December 31, 1008~~forward splits. As of September 30, 2022, our issued and ~~period March 27, 2007 (Inception) through December 31, 2007 in conformity with U.S. generally accepted accounting principles.~~

outstanding common shares are 13,848,630 and our issued and outstanding preferred shares are 5,641,002 (including 1,000 Series A Voting Shares).

Going Concern

The accompanying financial statements have been prepared assuming ~~that~~ the Company will continue as a going ~~concern.~~concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As ~~discussed~~of September 30, 2022, the Company had an accumulated deficit of $8,071,470. For the nine months ended September 30, 2022, the Company recognized a net loss of $293,785 and had net cash used in ~~Note 1 to the financial statements,~~operating activities of $368,491. While the Company is ~~in process of executing~~attempting to further implement its business plan and ~~expansion.~~generate revenues, it intends to raise additional capital by way of additional public and/or private offerings of its stock. The Company ~~has not generated significant revenue~~believes that the actions presently being taken to ~~this point, however, has been successful in raising funds in their private placement. The lack of profitable operations~~further implement its business plan and generate revenues provide the ~~need to continue to raise funds raise significant doubt about~~opportunity for the ~~Company’s ability~~Company to continue as a going concern. ~~Management’s plans~~While the Company believes in ~~this regard are described~~the viability of its strategy to generate revenues and in ~~Note 1.~~its ability to raise additional funds, there can be no assurances to that effect, which raises substantial doubt as to the ability of the Company to continue as a going concern in the future. The financial statements do not include any adjustments that might ~~result from the outcome of this uncertainty.~~

~~/s/KBL, LLP~~

~~New York, NY~~

~~March 9, 2009~~

~~BIO-SOLUTIONS CORP.~~

~~BALANCE SHEETS~~

~~DECEMBER 31, 2008 AND 2007~~

IN US$
ASSETS

2008 2007
CURRENT ASSETS
   Cash $ 810 $                 7,990
   Accounts receivable                        6,240                     2,522
   Inventory                      76,379                   68,936
          Total current assets                      83,429                   79,448

Other Asset
   License, net of amortization                    111,180                            -

TOTAL ASSETS $ 194,609 $               79,448


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued expenses $ 126,107 $               14,281
   Short - term loans                      38,966                          -
   Due to officer                        3,967                          -
              Total current liabilities                    169,040                   14,281

TOTAL LIABILITIES                    169,040                   14,281

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 75,000,000 shares authorized,
12,299,350 and 9,286,500 shares issued and outstanding, respectively                      12,299                     9,287
   Additional paid in capital                    642,013                 127,363
   Accumulated deficit                  (593,942)                 (64,653)
   Accumulated other comprehensive income (loss)                    (34,801)                   (6,830)
                                  Total stockholders' equity (deficit)                      25,569                   65,167

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 194,609 79,488

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

~~BIO-SOLUTIONS CORP.~~

~~STATEMENT OF OPERATIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS~~

~~FOR THE YEAR ENDED DECEMBER 31, 2008 AND~~

~~THE PERIOD MARCH 27, 2007 (INCEPTION) THROUGH DECEMBER 31, 2007~~

IN US$

MARCH 27, 2007
YEAR (INCEPTION)
ENDED THROUGH
DECEMBER 31, 2008 DECEMBER 31, 2007

REVENUE $ 51,647 $ 37,951

COST OF REVENUES
    Beginning inventory 68,936 -
    Purchases 69,793 85,081
    Ending inventory (76,379 ) (68,936 )
        Total Cost of Revenues 62,350 16,145

GROSS PROFIT (LOSS) (10,703 ) 21,806

OPERATING EXPENSES
    Professional fees 432,786 49,400
    Accounting fees 9,999 20,200
    General and administrative 59,118 16,859
    Amortization 12,277 -
              Total operating expenses 514,180 86,459

NET (LOSS) BEFORE OTHER EXPENSE
    Interest expense (4,406 ) -
              Total other expense (4,406 ) -

NET (LOSS) $ (529,289 ) $ (64,653 )

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 9,609,259 6,401,366

NET (LOSS) PER SHARE $ (0.06 ) $ (0.01 )

STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

Net loss $ (529,289 ) $ (64,653 )
Currency tranlation gains (losses) (27,971 ) (6,830 )

TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS $ (557,260 ) $ (71,483 )

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

~~BIO-SOLUTIONS CORP.~~

~~STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY~~

~~FOR THE PERIOD MARCH 27, 2007 (INCEPTION) THROUGH DECEMBER 31, 2007~~

~~IN US$~~

Accumulated
Other
Additional Comprehensive
Common Stock Paid-In Accumulated Income
Shares Amount Capital Deficit (Loss) Total

Balance - March 27, 2007 - $ - $ - $ - $ - $ -

Common shares issued for cash 9,286,500 9,287 127,363 - - 136,650

Net loss for the period - - - (64,653 ) (6,830 ) (71,483 )

Balance - December 31, 2007 9,286,500 9,287 127,363 (64,653 ) (6,830 ) 65,167

Common shares issued for cash 421,502 421 82,241 - - 82,662

Common shares issued for conversion of notes payable 1,041,348 1,041 123,959 - - 125,000

Common shares issued for services 1,550,000 1,550 308,450 - - 310,000

Net loss for the year - - - (529,289 ) (27,971 ) (557,260 )

Balance - December 31, 2008 12,299,350 $ 12,299 $ 642,013 $ (593,942 ) $ (34,801 ) $ 25,569

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

BIO-SOLUTIONS CORP.
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED DECEMBER 31, 2008 AND
THE PERIOD MARCH 27, 2007 (INCEPTION) THROUGH DECEMBER 31, 2007

IN US$

MARCH 27, 2007
YEAR (INCEPTION)
ENDED THROUGH
DECEMBER 31, 2008 DECEMBER 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) $ (529,289 ) $ (64,653 )

Adjustments to reconcile net (loss)
  to net cash used in operating activities:
    Amortization 12,277 -
    Common stock issued for services 310,000 -

Change in assets and liabilities
    (Increase) in accounts receivable (4,187 ) (2,344 )
    (Increase) in inventory (20,275 ) (64,066 )
    Increase in accounts payable and accrued expenses 48,490 26,667
          Total adjustments 346,305 (39,743 )
          Net cash (used in) operating activities (182,984 ) (104,396 )

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash paid for license (61,575 ) -
          Net cash (used in) financing activities (61,575 ) -

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of stock for cash 82,662 136,650
   Short-term loans, net of repayments 129,964 -
   Advances from officers 3,967 -
          Net cash provided by financing activities 216,593 136,650

Effect of foreign currency 20,786 (24,264 )

NET INCREASE IN CASH AND CASH EQUIVALENTS (7,180 ) 7,990

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 7,990 -

CASH AND CASH EQUIVALENTS - END OF PERIOD $ 810 $ 7,990

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for:
       Interest $ - $ -
       Income taxes $ - $ -

NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES
   Conversion of notes payable to common stock $ 125,000 $ -
   Recognition of license fees accrued $ 61,575 $ -

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

~~BIO-SOLUTIONS CORP.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2008 AND 2007~~

~~NOTE 1-~~

~~ORGANIZATION AND BASIS OF PRESENTATION~~

~~On March 27, 2007, Bio-Solutions Corp. (the “Company”) was incorporated in the State of Nevada.~~

The Company is a manufacturer of a pre-mix for chicken integrators called Nutra-Animal, a pre-mix anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, silicone dioxyde, shrimp flour, sodium selenite and fish oil.

The Company to date has conducted three clinical studies that have demonstrated the positive impact of Nutra-Animal (chicken) on growth, reinforcement of the immune system, as well as the ratio of net weight of flesh. The product has been approved for sale in Canada by the Canadian Food Inspection Agency under number 982676.

~~The Company’s supplier for the distinctive raw material used in the Nutra-Animal blend has worldwide exclusive rights.~~

~~Going Concern~~

~~These financial statements have been prepared on a going concern basis, which implies~~be necessary if the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has generated losses totaling $593,942 in their initial two years, and needs to raise additional funds to carry out their business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue operations. The Company has had very little operating history to date. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. ~~These factors raise substantial doubt regarding~~

Basis of Presentation

The accompanying unaudited financial information as of and for the ~~ability~~nine months ended September 30, 2022 and 2021, has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of ~~the Company to continue as a going concern.~~

Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the ~~current funds raised to date will satisfy the working capital requirements~~operating results and cash flows for such periods. Operating results for the ~~next twelve months. Besides generating revenues from current operations,~~nine months ended September 30, 2022, are not necessarily indicative of 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~~results that may be ~~raised may not be on terms acceptable by~~expected for the ~~Company. If adequate funds cannot be raised outside~~entire year or for any other subsequent interim period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the ~~Company,~~U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2021, included in the Company’s ~~officers and directors may need to contribute funds to sustain operations.~~

~~NOTE 2-~~

~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

Form S-1/A registration statement.

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~~judgments that affect the reported amounts of assets, liabilities, revenues, and ~~liabilities~~expenses, and ~~disclosures~~related disclosure of contingent assets and ~~liabilities at~~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 ~~date of the financial statements and the reported amounts of revenue and expenses during the reporting period.~~circumstances. Actual results ~~could~~may differ from ~~those~~these estimates.

~~Currency Translation~~

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Table of Contents

Cash Flow Reporting

The Company ~~operates in Canada,~~follows ASC 230, Statement of Cash Flows, for cash flow reporting, classifies cash receipts and ~~certain accounts~~payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the ~~Company are reflected in currencies other than~~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 ~~U.S. dollar. The Company translates income~~effects of (a) all deferrals of past operating cash receipts and ~~expense amounts at average exchange rates for the year, translates assets~~payments and ~~liabilities at year-end exchange rates~~all accruals of expected future operating cash receipts and equity at historical rates for currencies in the Canadian dollar. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gainspayments and ~~losses from foreign currency transactions~~(b) all items that are included in ~~other~~net income ~~(expense) in the results of operations. For the year ended December 31, 2008~~that do not affect operating cash receipts and ~~the period from March 27, 2007 (inception) to December 31, 2007, the Company recorded approximately $27,971 and $6,830 in translation losses, respectively.~~

~~BIO-SOLUTIONS CORP.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2008 AND 2007~~

~~NOTE 2-~~

~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ ~~(CONTINUED)~~

~~Comprehensive Income (Loss)~~

The Company follows the provisions of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (FAS 130). FAS 130 governs the financial statement presentation of changes in stockholders’ equity (deficit) resulting from non-owner sources. Accumulated other comprehensive income (loss) as reported in the accompanying financial statements represent gains (losses) from foreign currency translation.

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 September 30, 2022 and 2021.

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

~~Fixed Assets~~

~~Although~~ As of September 30, 2022 and December 31, 2021, $308,536 and $502,402, respectively, of the Company’s cash balances were more than federally insured limits.

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, the credit worthiness of our retailer customers, and current economic trends. As of September 30, 2022 and December 31, 2021, our allowance for doubtful accounts was $10,742 and $10,742, respectively, based upon management’s review of accounts receivable.

On October 4, 2016, the Company ~~does not have any fixed assets at this point. Any fixed assets acquired in~~executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the ~~future will be~~Company from a retailer customer are assumed by Citibank and paid to the Company, subject to an interest premium derived from the credit worthiness of the retailer customer to Citibank.

Inventory

Inventory is stated at the lower of cost ~~less accumulated depreciation. Depreciation will be provided using~~(FIFO: first-in, first-out) or market, and includes finished goods and raw materials. The cost of finished goods includes the ~~straight-line method over~~cost of packaging supplies, direct and indirect labor, and other indirect manufacturing costs. Inventory impairment is considered quarterly based on the ~~estimated useful lives~~expiration date of the ~~related assets. Costs~~product. As of ~~maintenance~~September 30, 2022, the Company had total inventory of $321,537 consisting of raw materials inventory of $91,953, unfinished goods (packaging) inventory of $31,145, work in process of $16,749, finished goods of $181,690, and ~~repairs will~~no allowance for obsolescence. As of December 31, 2021, the Company had total inventory of $267,861 consisting of raw materials inventory of $65,514, unfinished goods (packaging) inventory of $19,884, and finished goods inventory of $182,463.

Prepaid Expenses

The Company considers all items incurred for future services to be ~~charged to expense as incurred.~~

prepaid expenses. As of September 30, 2022, and December 31, 2021, the Company had prepaid expenses for advertising services totaling $0 and $103,114, respectively (Note 3).

Recoverability of Long-Lived Assets

~~Although the Company does not have any~~

The Company's long-lived assets ~~at this point,~~and other assets are reviewed for ~~any~~impairment in accordance with the guidance of the ASC 350, Intangibles - Goodwill and Other, and ASC 205, Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets ~~acquired~~used in ~~the future the Company will review their recoverability on a periodic basis~~operations whenever events ~~and~~or 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~~that the carrying ~~value~~amount of ~~its long-lived assets from expected~~the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows ~~from its operations on an undiscounted basis.~~expected to be generated by the asset. If such ~~assets are determined~~asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying ~~value~~amount of the ~~assets~~asset exceeds its fair value. Impairment evaluations involve management's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the ~~fair value of~~nine months ended September 30, 2022 and 2021, the Company had not experienced impairment losses on its long-lived 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.~~

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Table of Contents

Fair Value of Financial Instruments

The carrying amount reported in the balance sheets for cash, ~~and cash equivalents,~~ accounts payable, accrued expenses, and ~~accounts receivable~~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 September 30, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

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.~~

~~Revenue Recognition~~

realized (Note 5).

The Company ~~generates revenue from the sales~~follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of ~~their products in accordance with Staff Accounting Bulletin 101. The criteria for recognition are as follows:~~

1)	~~Persuasive evidence of an arrangement exists;~~

2)	~~Delivery has occurred or services have been rendered;~~

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

4)	~~Collectable is reasonably assured.~~

~~The Company’s revenues are generated through the manufacturing of their products.~~uncertain income tax positions using a “more-likely-than-not” approach. The Company ~~ships their product to their suppliers. It is policy that the Company recognizes revenues upon placement of the purchase order. This is the time when the criteria established above~~ has been determined to have been met. The Company primarily ships product the same day as the purchase order is received. The customer typically pays for product within a 30 day period; therefore management has determined no allowance is requiredadopted ASC 740-10, and evaluates its tax positions on an annual basis, and as of December 31, ~~2008~~2021, no additional accrual for income taxes is necessary. The Company’s policy is to recognize both interest and ~~2007, respectively.~~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 ~~right~~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 the prior three fiscal years 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

We follow a five-step process to recognize revenue.

	·	Identify the Contract
	·	Identify the Performance Obligation
	·	Determine the Transaction Price
	·	Allocate the Transaction Price to the Performance Obligation
	·	Recognize Revenue upon Satisfying the Performance Obligation

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Table of Contents

In selling our products to retailer customers, we first receive their purchase orders, which, upon our acceptance, are binding contracts. These purchase orders include two shipping dates along with the price our retailer customers agree to pay us for our products. We consider these two shipping dates to be performance obligations, which must be satisfied prior to our invoicing our retailer customers for their purchase orders. The first date on a purchase order is “ship by” referring to the date we must ship product to a retailer customer from our warehouse. The second date on a purchase order is “arrive by” referring to the date when product shipped from our warehouse must arrive at a retailer customer’s warehouse. When a retailer customer dispatches its carrier to pick up product pursuant to a purchase order at our warehouse, legal transfer of ~~return does exist~~ownership occurs upon our obtaining a signed bill of lading from our retailer customer’s carrier (FOB Shipping Point). Our policy is to not allow pick-up by our retailer customer’s carrier without obtaining signature on the bill of lading. When we arrange shipment to our retailer customer’s warehouse using our carrier, legal transfer of ownership occurs upon our receipt of delivery confirmation to the retailer’s warehouse, from our carrier (FOB Destination). We consider our performance obligations for the purchase orders we receive from our retailer customers to be satisfied when legal transfer of ownership of product has occurred. Upon legal transfer of ownership, we then invoice our retailer customers in accordance with the price set forth on their purchase orders and recognize revenue.

Certain of our retailer customers require terms of service (supplier agreements) be negotiated prior to their issuance of purchase orders. These supplier agreements detail various discounts (i.e., early payment, volume, etc.) we have agreed to, but they do not reference pricing or commit our retailer customers to purchase any of our products. Our retailer customer’s purchase orders set forth the transaction price, including any discounts we agreed to in the supplier agreement, and, upon the performance obligations of the purchase order being satisfied, we invoice our retailer customers and recognize revenue. Accordingly, for accounting purposes, we consider our retailer customer’s supplier agreements and purchase orders to be single contracts, and we consider the discounts and allowances written in our supplier agreements, and noted in our purchase orders, to be reductions in transaction price.

Certain of our retailer customers have implemented management policies deriving from their supplier agreements, which can result in an array of supplier penalties, fees, and chargebacks being assessed against us. We dispute such penalties, fees and chargebacks through claims processes administered by our retailer customers and with retailer buyers to the extent of the discretion afforded them. We consider these supplier penalties, fees, and chargebacks to be a ~~small period subsequent~~reduction in transaction price. We estimate potential unsuccessful chargeback disputes when recognizing revenue from retailer customers. We also periodically review the number of chargebacks, and the number of unsuccessful disputes of chargebacks, in determining whether to continue serving those retailer customers. We estimate and reserve for our bad debt exposure based on our retailer customer’s payment and collectability history, the aging of their accounts receivables, and our history in resolving claims in our favor.

Certain of our retailer customers offer optional marketing incentive programs such as participation in flyers, coupons or rebates, or the ability for us to implement such programs. We consider these expenses to be a reduction in transaction price. We have not yet participated in these programs but plan to do so in the future.

In selling our products to end-user customers, we first receive payment and then legal transfer of ownership occurs upon delivery of our products to end-user customers by our designated carrier (FOB Destination). We consider this to be fulfillment activity, and not promised services creating a performance obligation, and we recognize revenue upon receipt of payment.

When we sell our products to end-user customers our terms are final sale. However, ~~their~~in the case of sales to end-user customers via an online retailer, we are the seller (not a supplier to the online retailer) and fulfillment/customer service is provided by the online retailer as our agent. The online retailer’s refund policy is 30 days. To continue selling via the online retailer, we must accept this refund policy. We account for these refunds as a reduction in transaction price by recording revenue generated at the online retailer, net of refunds.

We have ~~been no refunds since inception.~~

~~(Loss) Per Share~~utilized end-user customer marketing incentive programs and have accounted for these incentives as a reduction in transaction price in accordance with ASC 606-10-32-25.

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Advertising Expense

We promote our products and our company with television, radio, and digital advertising. We classify the costs to produce and schedule our advertising, as advertising expenses. Advertising expenses are recorded in “Selling and marketing” in the accompanying statements of operations. We recorded advertising expenses of $252,199 and $270,790 for the nine months ended September 30, 2022, and 2021, respectively. During the current period, our advertising expenses consisted of payments to schedule advertising and well as payments for production of advertising. We pay for our advertising with cash and the issuance of restricted shares of Common Stock. We value the issuance of Common Stock

to pay for advertising based upon the closing quotation of our stock price on the day we consummate the advertising contract. Because our stock is illiquid and our stock price can be volatile as a result, our advertising expense may be highly variable between comparative periods. We amortize the value of the advertising contract as we use the advertising services.

Share Based Compensation

The Company may issue restricted stock to officers, directors, or employees for their services. The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method.

Basic ~~net~~and Diluted Earnings/Loss per Common Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of Common Stock. For convenience, the term is used to refer to either earnings or loss per ~~common share~~share. EPS is computed ~~using~~pursuant to Section 260-10-45 of the ~~weighted average~~FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to Common Stockholders (the numerator) by the weighted-average number of common shares ~~outstanding. Diluted earnings per share (EPS)~~outstanding (the denominator) during the period. Income available to Common Stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through preferred stock ~~equivalents, such as stock issuable pursuant to the exercise of~~conversion, stock options, ~~and~~or warrants. 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.

~~BIO-SOLUTIONS CORP.~~

The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive:

	Potential Additional Shares of Common Stock:
Potential Dilutive Securities:	September 30, 2022		September 30, 2021
Preferred stock		5,640,002		5,640,002
Warrants		-		1,800,000
Total		5,640,002		7,440,002

The Company had total fully diluted shares of Common Stock (potential dilutive securities outstanding plus issued securities outstanding) of 19,488,632 and 21,288,632 as of September 30, 2022, and 2021, respectively.

The Company pays dividends to its holders of preferred stock and computes net loss/income per common share attributable (available) to its holders of Common Stock as a separate line item in its statements of operations.

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Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method.

In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures.

During the nine months ended September 30, 2022, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

NOTE 3 - STOCKHOLDER’S EQUITY

Our current authorized common and preferred shares are 40,000,000 and 10,000,000 respectively.

As of September 30, 2022, the number of shares issued and outstanding for each respective class of stock are as follows:

Shares of Common Stock	13,848,630		par value $0.001
Shares Series A preferred stock	1,000(voting	)	par value $0.001
Shares Series B preferred stock	2,133,334		par value $0.001/ stated value $0.075
Shares Series C preferred stock	866,668		par value $0.001/stated value $0.075
Shares Series D preferred stock	1,200,000		par value $0.001/stated value $0.25
Shares Series E preferred stock	1,440,000		par value $0.001/stated value $0.667

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Preferred Stock

Our Board of Directors is empowered, upon stockholder approval, to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the preferred stock could be utilized as a method of discouraging, delaying, or preventing a change in control of us.

Series A Voting Preferred Stock

For so long as any shares of Series A Voting Preferred Stock remain issued and outstanding, the holders hereof shall possess more than 50% of the voting power of the capital stock of the Corporation. The Series A Voting Preferred Stock shall have the right to vote at any meeting of stockholders, or by consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), the number of votes equal to all shares of Common Stock which are then issued and outstanding, plus an additional 10,000 shares. The Company shall not have the right to redeem the Series A Voting Preferred Stock except upon receiving the consent and approval of the terms of conditions of redemption from the holders of at least 66-2/3% of all outstanding shares of Series A Voting Preferred Stock. Series A Voting Preferred Stock shall not be entitled to receive any dividends and does not have any conversion rights.

Series B Preferred Stock

During the time that any shares of Series B Preferred Stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series B Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly. Series B Preferred Stockholders do not have the right to vote. Each share of Series B Preferred Stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series B Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series B Preferred Stock.

During the year ended December 31, 2021, two Series B Preferred Stockholders elected to convert their 666,667 shares of Series B Preferred Stock into common shares. Accordingly, a total of 1,333,334 Series B Preferred Stock were canceled and 1,333,334 shares of Common Stock were issued.

Series C Preferred Stock

During the time that any shares of Series C Preferred Stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series C Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly. Series C Preferred Stockholders do not have the right to vote. Each share of Series C Preferred Stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series C Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series C Preferred Stock.

Series D Preferred Stock

During the time that any shares of Series D preferred stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series D preferred stock at the rate of 10% of the stated value of $0.25 per share per year, payable quarterly. Series D holders do not have the right to vote. Each share of Series D preferred stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series D Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series D Preferred Stock.

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Series E Preferred Stock

During the time that any shares of Series E preferred stock are issued and outstanding, the holders shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of Series E preferred stock at the rate of 5% of the stated value of $0.667 per share per year, payable quarterly. Series E holders do not have the right to vote. Each share of Series E preferred stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series E Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series E Preferred Stock.

Preferred Stock Dividends

During the nine months ended September 30, 2022 and 2021, total dividends paid were $75,375 and $74,319, respectively.

Issuances pursuant to debt conversions

During June 2021, the Company issued 690,000 unregistered shares of Common Stock to its CEO/CFO in connection with the settlement of $7,590 principal outstanding (Note 4).

Issuances pursuant to agreements

During May 2021, the Company issued 197,347 shares of unregistered Common Stock to a corporation for advertising services. The shares were valued at $412,455 based upon the closing quotation of our stock price by OTC Markets on the date the contract was consummated. The value of the shares was amortized over the period of the contract as prepaid advertising expense.

Warrants outstanding

A summary of the status of the Company’s warrant grants as of September 30, 2022 and 2021 and the changes during the periods then ended is presented below:

				Weighted-Average
	Warrants			Exercise Price
Outstanding, January 1, 2021		1,800,000		$	0.10
Granted		-			-
Exercised		-			-
Expired		-			-
Outstanding, September 30, 2021		1,800,000		$	0.10

Outstanding, January 1, 2022		1,800,000		$	0.10
Granted		-			-
Exercised		-			-
Expired / cancelled		(1,800,000	)		(0.10	)
Outstanding, September 30, 2022		-		$	-

Warrants exercisable as of September 30, 2022		-			-

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NOTE 4 - NOTES PAYABLE

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 the Company’s CEO/CFO between August 4, 2014, and 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 Company’s CEO/CFO. During June 2021, the note was repaid in full by issuing 690,000 shares (Note 3) and $105,950 in cash and retired.

Accrued Interest

As of September 30, 2022 and 2021, there was no accrued interest outstanding.

NOTE 5 - FEDERAL INCOME TAX

The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The provision (benefit) for income taxes for the nine months ended September 30, 2022 and 2021 assumes a 21% effective tax rate for federal income taxes. The Company did not identify any uncertain tax positions.

As of September 30, 2022 and 2021, the Company had approximately $1,746,000 and $1,687,000, respectively, in federal and state tax loss carryforwards that can be utilized in future periods to reduce taxable income. Pursuant to Internal Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. The components of income tax expense for the nine months ended September 30, 2022 and 2021 consist of the following:

	2022			2021
Net operating loss carryforwards	$	1,746,310		$	1,687,310
Temporary differences		(23,000	)		(2,000	)
Permanent differences		(22,000	)		6,000
Valuation allowance		(1,701,310	)		(1,691,310	)

Significant components of the Company’s deferred tax assets as of September 30, 2022 and 2021 are summarized below.

	2022			2021
Federal tax statutory rate		21.1	%		21.1	%
Temporary differences		(7.8	)%		(0.6	)%
Permanent differences		(7.5	)%		1.6	%
Valuation allowance		(5.8	)%		(22.1	)%
Effective rate		0.0	%		0.0	%

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The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance increased by $102,000 and $172,000 during the nine months ending September 30, 2022 and 2021, respectively.

To the extent that the tax deduction is included in a net operating loss carry forward and is more than amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital.

NOTE 6 - 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.

On January 25, 2022, we entered into an investment banking agreement with EF Hutton. The agreement contemplates the Company raising additional capital in a registered offering, listing on a stock exchange, and preparing a registration statement under the Securities Act. The Company is responsible for EF Hutton’s external counsel legal costs, whether any offering is consummated or not.

NOTE 7 - CUSTOMER CONCENTRATIONS

During the nine months ended September 30, 2022, the Company had one retailer customer whose revenue represented more than 10% ($421,849) of the Company’s total revenues and two retailer customers whose accounts receivable represented more than 10% ($109,138 and $15,511) of the Company’s total accounts receivable. During the nine months ended September 30, 2021, the Company had one retailer customer whose revenue represented more than 10% ($210,533) of the Company’s total revenues and one retailer customer whose accounts receivable represented more than 10% ($13,054) of the Company’s total accounts receivable.

The Company’s end-user customer sales and retailer customer sales for the nine months ended September 30, 2022 and 2021 were as follows:

	2022				2021
End-User Sales	$	470,325	51	%	$	515,203	68	%
Retailer Sales		448,191	49	%		244,295	32	%
	$	933,992	100	%	$	759,498	100	%

NOTE 8 - RELATED PARTY TRANSACTIONS

On July 1, 2021, we entered into a consulting agreement with BTB Management Company, a company owned by our CEO/CFO and director, Murray Fleming. The agreement provides for quarterly payments of $12,000 for a period of 12 months and thereafter renews quarterly until terminated by either party. On April 1, 2022, we entered into a new consulting agreement with BTB Management Company, a company owned by our CEO/CFO and director, Murray Fleming. The agreement provides for quarterly payments of $24,000 and potential bonuses of up to $100,000 upon achievement of various corporate objectives. The agreement has no fixed term and continues until terminated by either party.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following.

On October 24, 2022, the Company amended and restated its Certificate of Incorporation to 1) subject the Series D Preferred Stock to a 1-for-4 forward stock split and change the stated value of the Series D Preferred Stock to from $1.00 to $0.25 per share, and 2) subject the Series E Preferred Stock to a 1-for-3 forward stock split and change the stated value of the Series E Preferred Stock from $2.00 to $0.667 per share.

On January 3, 2023, 180,000 shares of our Series E Preferred Stock were converted to 180,000 shares of our Common Stock.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Glucose Health, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Glucose Health, Inc. (“the Company”) as of December 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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 has an accumulated deficit, net losses, and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

Description of the Critical Audit Matter

As discussed in Note 2, the Company recognizes revenue upon transfer of control of promised products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

Significant judgment is exercised by the Company in determining revenue recognition for its products, and includes the following:

Identification and treatment of contract terms that may impact the timing and amount of revenue recognized.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the Company's revenue recognition for these customer agreements included the following, among others:

	·	We evaluated management's significant accounting policies related to revenue recognition and reviewed underlying customer invoices for reasonableness of the application of ASC 606.
	·	We obtained and read contract source documents for selected revenue invoices and tested management’s treatment of those terms.
	·	We tested the mathematical accuracy of management's calculations of revenue and the associated timing of revenue recognized in the financial statements.

Valuation of Inventory

Description of the Critical Audit Matter

As discussed in Note 2 to the financial statements, the Company periodically assess and estimates its allowances and reserves for stagnant, or obsolete inventory. At year end, the Company has recorded no allowance for obsolescence. Also discussed in Note 2 to the financial statements, the cost of inventory includes certain costs associated with preparation of inventory for resale, including packaging and other indirect overhead costs. The recognition and evaluation of inventory costs and reserves involves significant complexity and judgment in applying the relevant accounting standards when auditing management’s estimates and conclusions on inventory transactions.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures to evaluate management’s calculation of capitalized inventory costs and reserves included, among other procedures, the following:

	·	We evaluated the appropriateness and consistency of management's methods and assumptions used in the identification, recognition, and measurement of the inventory costs and reserves in considering applicable generally accepted accounting standards.
	·	We tested the significant inputs, sampled underlying transactions, and analyzed historical trends associated with management’s reserve estimates and recognition of indirect costs.
	·	We evaluated whether management had appropriately considered new information that could significantly change the measurement or disclosure of the inventory valuation, and evaluated the disclosures related to the financial statement impacts of the transactions.

We have served as the Company’s auditor since 2022.

Spokane, Washington

May 2, 2022, except for the second paragraph of Note 1, to which the date is January 6, 2023

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GLUCOSE HEALTH, INC.

BALANCE SHEETS

ASSETS
		December 31,			December 31,
		2021			2020
CURRENT ASSETS
Cash		$	752,402		$	69,151
Accounts receivable, net of allowance for doubtful accounts of $10,742 and $742, respectively			29,435			18,048
Inventory			267,861			254,122
Prepaid expenses			103,114			-
Total current assets			1,152,812			341,321

Other Assets
Website domains			3,295			3,295
Intellectual assets, net of accumulated amortization of $300			-			-

TOTAL ASSETS		$	1,156,107		$	344,616

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES	��
Accounts payable and accrued expenses		$	9,555		$	-
Accrued interest			-			27,604
Convertible note payable, related party			-			112,157
Total current liabilities			9,555			139,761

TOTAL LIABILITIES			9,555			139,761

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
Series A, $0.001 par value, 1,000 shares authorized,
1,000 shares issued and outstanding as of
December 31, 2021 and 2020, respectively			1			1
Series B, $0.075 stated value, 3,466,668 shares authorized,
2,133,334 shares and 3,466,668 shares issued and outstanding as of
December 31, 2021 and 2020, respectively			2,133			3,467
Series C, $0.075 stated value, 866,668 shares authorized,
866,668 shares issued and outstanding as of
December 31, 2021 and 2020, respectively			867			867
Series D, $0.25 stated value, 1,200,000 shares authorized,
1,200,000 shares issued and outstanding as of
December 31, 2021 and 2020, respectively			1,200			1,200
Series E, $0.667 stated value, 1,440,000 shares authorized,
1,440,000 shares and -0- shares issued and outstanding as of
December 31, 2021 and 2020, respectively			1,440			-
Common stock, $0.001 par value, 40,000,000 shares authorized,
13,848,630 and 11,627,949 shares issued and outstanding as of
December 31, 2021 and 2020, respectively			13,849			11,628
Additional paid in capital			8,829,373			7,451,655
Accumulated deficit			(7,702,310	)		(7,263,963	)
Total stockholders' equity			1,146,552			204,855

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,156,107		$	344,616

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

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GLUCOSE HEALTH INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31,

	2021			2020

REVENUE, NET	$	953,681		$	480,713

COST OF REVENUES
Cost of revenues		543,639			307,168

GROSS PROFIT		410,042			173,545

OPERATING EXPENSES
Selling and marketing		596,936			213,410
General and administrative		92,885			61,735
Professional fees		46,340			82,061
Stock compensation		-			440,694
Uncollectible receivables		10,000			-
Total operating expenses		746,161			797,900

INCOME (LOSS) FROM OPERATIONS		(336,119	)		(624,355	)

OTHER INCOME (EXPENSE)
Interest income (expense)		(2,785	)		(12,156	)
Interest income (expense), non-cash item		-			(5,604	)
Recovery of retailer chargebacks		-			163,765
Loss on debt settlement		-			(14,370	)
Gain on forgiveness of accounts payable		-			15,042
Total other expense		(2,785	)		146,677

INCOME (LOSS) BEFORE INCOME TAXES		(338,904	)		(477,678	)

PROVISION FOR (BENEFIT FROM) INCOME TAXES		-			-

NET LOSS ATTRIBUTABLE TO GLUCOSE HEALTH, INC.		(338,904	)		(477,678	)

Dividends to preferred stock holders		(99,443	)		(49,607	)

NET LOSS AVAILABLE FOR COMMON STOCK HOLDERS	$	(438,347	)		(527,285	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
- BASIC AND DILUTED		12,877,355			11,467,101

NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED	$	(0.03	)	$	(0.04	)

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO
COMMON SHAREHOLDERS - BASIC AND DILUTED	$	(0.03	)	$	(0.05	)

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

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GLUCOSE HEALTH, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

	Preferred Stock, Series A				Preferred Stock, Series B - E (1)						Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Total

Balance - December 31, 2019		1,000	$	1		3,466,668		$	3,467			11,201,785	$	11,202	$	6,563,781	$	(6,736,678	)	$	(160,927	)

Dividends to preferred stock holders		-		-		-			-			-		-		-		(49,607	)		(49,607	)

Series C & D preferred shares issued for cash received		-		-		2,066,668			2,067			-		-		360,233		-			365,000

Common shares issued for settlement of notes payable		-		-		-			-			226,164		226		3,166		-			3,392

Common shares issued for services		-		-		-			-			200,000		200		83,780		-			83,980

Common stock warrant issued for services		-		-		-			-			-		-		440,695		-			440,695

Net loss		-		-		-			-			-		-		-		(477,678	)		(477,678	)

Balance - December 31, 2020		1,000	$	1		5,533,336		$	5,534			11,627,949	$	11,628	$	7,451,655	$	(7,263,963	)		204,855

Dividends to preferred stock holders		-		-		-			-			-		-		-		(99,443	)		(99,443	)

Series E preferred shares issued for cash received		-		-		1,440,000			1,440			-		-		958,560		-			960,000

Conversion of Series B preferred shares to common shares		-		-		(1,333,334	)		(1,334	)		1,333,334		1,334		-		-			-

Common shares issued for settlement of notes payable		-		-		-			-			690,000		690		6,900		-			7,590

Common shares issued for services		-		-		-			-			197,347		197		412,258		-			412,455

Net loss		-		-		-			-			-		-		-		(338,904	)		(338,904	)

Balance - December 31, 2021		1,000	$	1		5,640,002		$	5,640			13,848,630	$	13,849	$	8,829,373	$	(7,702,310	)	$	1,146,552

	(1)	The preferred stock Series D shares authorized, issued and outstanding have been adjusted to reflect a 10 to 1 reverse split, which was effective in March 2022.

	(2)	The preferred stock Series D shares authorized, issued and outstanding have been adjusted to reflect a 1-for-4 forward split, which was effective in October 2022.

	(3)	The preferred stock Series E shares authorized, issued and outstanding have been adjusted to reflect a 1-for-3 forward split, which was effective in October 2022.

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

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GLUCOSE HEALTH, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

	2021			2020
OPERATING ACTIVITIES:
Net loss	$	(338,904	)	$	(477,678	)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of intangible asset		-			60
Allowance for doubtful accounts		10,000			-
Gain on forgiveness of accounts payable		-			(15,042	)
Warrants issued for services		-			440,694
Common stock issued for services		309,342			83,980
Change in assets and liabilities
(Increase) decrease in accounts receivable		(21,387	)		6,533
(Increase) decrease in inventory		(13,739	)		(105,528	)
Increase (decrease) in accounts payable and accrued expenses		(18,051	)		(1,956	)
Total adjustments		266,165			408,741
Net cash provided by (used in) operating activities		(72,739	)		(68,937	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of website domains		-			(3,295	)
Net cash used in investing activities		-			(3,295	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes and loans payable		-			(80,500	)
Payments on notes payable, related party		(104,567	)		(140,000	)
Dividends paid to preferred stock holders		(99,443	)		(49,607	)
Proceeds from preferred stock		960,000			365,000
Net cash provided by financing activities		755,990			94,893

NET INCREASE IN CASH		683,251			22,661
CASH - BEGINNING OF YEAR		69,151			46,490

CASH - END OF YEAR	$	752,402		$	69,151

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	2,785		$	12,156
Cash paid for income taxes	$	-		$	-

NONCASH FINANCING ACTIVITIES:
Conversion of notes payable and accrued interest to Common Stock	$	7,590		$	3,392
Conversion of Series B preferred stock to Common stock	$	1,334		$	-
Issuance of Common Stock for prepaid marketing expense	$	412,455		$	83,980

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

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NOTES TO FINANCIAL STATEMENTS

~~DECEMBER 31, 2008~~

NOTE 1 - ORGANIZATION AND ~~2007~~

~~NOTE 2-~~

~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ ~~(CONTINUED)~~

~~(Loss) Per Share~~BASIS OF PRESENTATION

Overview

We are an own-label distributor of ~~Common Stock~~ ~~(CONTINUED)~~

~~The following~~nutritional beverages. Our niche is ~~a reconciliation~~the formulation, production, marketing, and distribution of soluble fiber infused nutritional beverages. On November 6, 2017, we registered the trademark GLUCODOWN® and have since launched the first soluble fiber infused, powdered iced tea, and flavored drink mixes, in North America. We believe the physiological impacts of soluble fiber can also nutritionally satisfy other interests of health-conscious consumers, and as result, we plan to launch other soluble fiber infused nutritional beverages. On September 10, 2020, we registered the trademark FIBER UP® and are currently in the early stages of developing our second soluble fiber infused nutritional beverage brand. We were incorporated under the laws of the ~~computation~~State of Nevada as Bio-Solutions Corp. on March 27, 2007. From inception, through the third quarter of 2014, we were engaged in various businesses which were unrelated to our current business and corporate officers. On November 19, 2014, we changed our name to Glucose Health, Inc., and our business to that of an own-label distributor of nutritional beverages. Following the name change and the changes in the focus of our business, on April 16, 2018, we filed Form 15 to terminate our registered class of securities and reporting requirements under the Exchange Act.

Effective on March 11, 2022, we filed Articles of Conversion with the Nevada Secretary of State and a Certificate of Conversion and Certificate of Incorporation with the Delaware Department of State, Division of Corporations and converted to a Delaware corporation. On March 29, 2022, we merged with a subsidiary, created on March 23, 2022, for ~~basic~~the sole purpose of the merger, amended and ~~diluted EPS:~~

December 31,
2008
December 31, 2007

Net loss $ (529,289 ) $ (64,653 )

Weighted-average common shares
    outstanding (Basic) 9,609,259 6,401,366

Weighted-average common stock
Equivalents
    Stock options - -
    Warrants - -

Weighted-average common shares
    outstanding (Diluted) 9,609,259 6,401,366

restated our Certificate of Incorporation, and the surviving corporation is Glucose Health, Inc. Pursuant to our amended and restated Certificate of Incorporation, each previously issued and outstanding share of Series D preferred stock was reverse split, ten for one. All share references herein have been retrospectively modified to account for the reverse split. On October 24, 2022, we amended and restated our Certificate of Incorporation to 1) subject the Series D Preferred Stock to a 1-for-4 forward stock split, changing the stated value from $1.00 to $0.25 per share, and 2) subject the Series E Preferred Stock to a 1-for-3 forward stock split, changing the stated value from $2.00 to $0.667 per share. All share references herein have been modified to account for the forward splits. As of September 30, 2022, our issued and outstanding common shares are 13,848,630 and our issued and outstanding preferred shares are 5,641,002 (including 1,000 Series A Voting Shares).

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (GAAP) and have been consistently applied in the preparation of the financial statements.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2021, the Company had an accumulated deficit of $7,702,310. For the year ended December 31, 2021, the Company recognized a net loss of $338,904 and had net cash used in operating activities of $72,739. While the Company is attempting to further implement its business plan and generate revenues, it intends to raise additional capital by way of additional public and/or private offerings of its stock. The Company believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect, which raises substantial doubt as to the ability of the Company to continue as a going concern in the future. The financial statements do not include any adjustments that might be necessary if the Company is unable 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.

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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 at December 31, 2021, and 2020.

The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At December 31, 2021, and 2020, $502,402 and $-0-, respectively, of the Company’s cash balances were in excess of federally insured limits.

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, the credit worthiness of our retailer customers, and current economic trends. At December 31, 2021, and 2020, our allowance for doubtful accounts was $10,742 and $742 respectively, 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 from a retailer customer are assumed by Citibank and paid to the Company, subject to an interest premium derived from the credit worthiness of the retailer customer to Citibank.

Inventory

Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market, and includes finished goods and raw ~~materials and finished goods.~~materials. The cost of finished goods includes the cost of packaging supplies, direct and indirect labor, and other indirect manufacturing costs. AsInventory impairment is considered quarterly based on the expiration date of the product. At December 31, 2021, the Company had total inventory of $267,861 consisting of raw materials inventory of $65,514, unfinished goods (packaging) inventory of $19,884, and finished goods inventory of $182,463. At December 31, 2020, the Company had total inventory of $254,122 consisting of raw materials inventory of $25,660, unfinished goods (packaging) inventory of $9,372, finished goods of $219,090, and no allowance for obsolescence.

Prepaid Expenses

The Company considers all items incurred for future services to be prepaid expenses. At December 31, 2021, and 2020 the Company had prepaid expenses for advertising services (Note 3).

Recoverability of Long-Lived Assets

The Company's long-lived assets and other assets are reviewed for impairment in accordance with the guidance of the ASC 350, Intangibles - Goodwill and Other, and ASC 205, Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the years ended December 31, 2021, and 2020, the Company had not experienced impairment losses on its long-lived assets.

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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.

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, ~~2008~~2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

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 ~~2007, inventory~~tax bases of ~~$76,379~~assets and ~~$68,936 includes $62,213 and $63,453 of raw materials with the balance being finished goods, respectively.~~

~~Uncertainty~~liabilities at enacted tax rates in ~~Income Taxes~~

~~In July 2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting~~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 (Note 5).

The Company follows ASC 740-10, “Accounting for Uncertainty in Income ~~Taxes.~~Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ~~FIN No. 48~~The Company has adopted ASC 740-10, and evaluates its tax positions on an annual basis, and as of December 31, 2021, 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 the prior three fiscal years 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.

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Revenue Recognition

We follow a five-step process to recognize revenue.

· Identify the Contract

· Identify the Performance Obligation

· Determine the Transaction Price

· Allocate the Transaction Price to the Performance Obligation

· Recognize Revenue upon Satisfying the Performance Obligation

In selling our products to retailer customers, we first receive their purchase orders, which, upon our acceptance, are binding contracts. These purchase orders include two shipping dates along with the price our retailer customers agree to pay us for our products. We consider these two shipping dates to be performance obligations, which must be satisfied prior to our invoicing our retailer customers for their purchase orders. The first date on a purchase order is “ship by” referring to the date we must ship product to a retailer customer from our warehouse. The second date on a purchase order is “arrive by” referring to the date when product shipped from our warehouse must arrive at a retailer customer’s warehouse. When a retailer customer dispatches its carrier to pick up product pursuant to a purchase order at our warehouse, legal transfer of ownership occurs upon our obtaining a signed bill of lading from our retailer customer’s carrier (FOB Shipping Point). Our policy is to not allow pick-up by our retailer customer’s carrier without obtaining signature on the bill of lading. When we arrange shipment to our retailer customer’s warehouse using our carrier, legal transfer of ownership occurs upon our receipt of delivery confirmation to the retailer’s warehouse, from our carrier (FOB Destination). We consider our performance obligations for the purchase orders we receive from our retailer customers to be satisfied when legal transfer of ownership of product has occurred. Upon legal transfer of ownership, we then invoice our retailer customers in accordance with the price set forth on their purchase orders and recognize revenue.

Certain of our retailer customers have implemented management policies deriving from their supplier agreements, which can result in an array of supplier penalties, fees, and chargebacks being assessed against us. We dispute such penalties, fees and chargebacks through claims processes administered by our retailer customers and with retailer buyers to the extent of the discretion afforded them. We consider these supplier penalties, fees, and chargebacks to be selling expenses, not a reduction in transaction price. We estimate and reserve for our bad debt exposure based on our retailer customer’s payment and collectability history, the aging of their accounts receivables, and our history in resolving claims in our favor.

When we sell our products to end-user customers our terms are final sale. However, in the case of sales to end-user customers via an online retailer, we are the seller (not a supplier to the online retailer) and fulfillment/customer service is provided by the online retailer as our agent. The online retailer’s refund policy is 30 days. To continue selling via the online retailer, we must accept this refund policy. We account for these refunds as a reduction in transaction price by recording revenue generated at the online retailer, net of refunds.

We have utilized end-user customer marketing incentive programs and have accounted for these incentives as a reduction in transaction price in accordance with ASC 606-10-32-25.

Advertising Expense

We promote our products and our company with television, radio, and digital advertising. We classify the costs to produce and schedule our advertising as advertising expenses. Advertising expenses are recorded in “Selling and marketing” in the accompanying statements of operations. We recorded advertising expenses of $397,619 and $127,952 for the years ended December 31, 2021, and 2020, respectively. During these periods, our advertising expenses consisted of payments to schedule advertising and well as payments for production of advertising. We pay for our advertising with cash and the issuance of restricted shares of Common Stock. We value the issuance of Common Stock to pay for advertising based upon the closing quotation of our stock price on the day we consummate the advertising contract. Because our stock is illiquid and our stock price can be volatile as a result, our advertising expense may be highly variable between comparative periods. We amortize the value of the advertising contract as we use the advertising services.

Share Based Compensation

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Basic and Diluted Earnings/Loss per Common Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of Common Stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to Common Stock holders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to Common Stock holders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through preferred stock conversion, stock options, or warrants. 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.

The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive:

	Potential Additional Shares of Common Stock:
Potential Dilutive Securities:	2021		2020
Preferred stock		5,640,002		6,493,336
Warrants		1,800,000		1,800,000
Convertible debt		-		10,196,091
Total		7,440,002		18,489,427

The Company had total fully diluted shares of Common Stock (potential dilutive securities outstanding plus issued securities outstanding) of 21,288,632 and 30,117,376 at December 31, 2021, and 2020, respectively.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Recently Issued Accounting Standards

~~Recent Issued Accounting Standards~~

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of SFAS 157 is not expected to have a material impact on the financial statements.

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, (“FAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.

~~SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and~~2021, including interim periods within those fiscal years. Early adoption is ~~prohibited. Management~~permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is ~~determining~~effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures.

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During the year ended December 31, 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of ~~SFAS No. 160~~any of these accounting pronouncements has had or will ~~have on the Company’s financial position, results of operations or cash flows.~~

~~BIO-SOLUTIONS CORP.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2008 AND 2007~~

~~NOTE 2-~~

~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ ~~(CONTINUED)~~

~~Recent Issued Accounting Standards~~ ~~(Continued)~~

~~In December 2007, the FASB issued SFAS 141R,~~ ~~Business Combinations~~ ~~(“SFAS 141R”), which replaces FASB SFAS 141,~~ ~~Business Combinations.~~ This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition. SFAS 141R will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date. This compares to the cost allocation method previously required by SFAS No. 141. SFAS 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met. Finally, SFAS 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date. This Statement will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008. Early adoption of this standard is not permitted and the standards are to be applied prospectively only. Upon adoption of this standard, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed. The adoption of SFAS No. 141R is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110, “Use of a Simplified Method in Developing Expected Term of Share Options” (“SAB 110”). SAB 110 expresses the current view of the staff that it will accept a company’s election to use the simplified method discussed in Staff Accounting Bulletin 107, ~~Share Based Payment~~, (“SAB 107”), for estimating the expected term of “plain vanilla” share options regardless of whether the company has sufficient information to make more refined estimates. SAB 110 became effective for the Company on January 1, 2008. The adoption of SAB 110 is not expected to have a material impact on the Company’s financial ~~position.~~

statements.

NOTE 3 - STOCKHOLDER’S EQUITY

Our current authorized common and preferred shares are 40,000,000 and 10,000,000 respectively.

As of December 31, 2021, the number of shares issued and outstanding for each respective class of stock are as follows:

Shares of Common Stock	13,848,630	par value $0.001
Shares Series A preferred stock	1,000 (voting)	par value $0.001
Shares Series B preferred stock	2,133,334	par value $0.001/ stated value $0.075
Shares Series C preferred stock	866,668	par value $0.001/ stated value $0.075
Shares Series D preferred stock	1,200,000	par value $0.001/ stated value $0.25
Shares Series E preferred stock	1,440,000	par value $0.001/ stated value $0.667

Preferred Stock

Our Board of Directors is empowered, upon stockholder approval, to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In ~~March 2008,~~addition, the ~~FASB~~preferred stock could be utilized as a method of discouraging, delaying, or preventing a change in control of us.

Series A Voting Preferred Stock

For so long as any shares of Series A Voting Preferred Stock remain issued ~~SFAS No. 161, “Disclosures about Derivative Instruments~~ and ~~Hedging Activities,~~outstanding, the holders hereof shall possess more than 50% of the voting power of the capital stock of the Corporation. The Series A Voting Preferred Stock shall have the right to vote at any meeting of stockholders, or by consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), the number of votes equal to all shares of Common Stock which are then issued and outstanding, plus an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.additional 10,000 shares. The Company ~~does~~shall not ~~believe that SFAS 161 will~~ have ~~an impact on their results of operations or financial position.~~

~~In April 2008,~~ the ~~FASB issued FSP No. FAS 142-3, “Determination of~~right to redeem the ~~Useful Life of Intangible Assets”. This FSP amends~~Series A Voting Preferred Stock except upon receiving the ~~factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill~~consent and Other Intangible Assets”. The Company was required to adopt FSP 142-3 on October 1, 2008. The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe FSP 142-3 will materially impact their financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162). SFAS 162 makes the hierarchy of generally accepted accounting principles explicitly and directly applicable to preparers of financial statements, a step that recognizes preparers’ responsibilities for selecting the accounting principles for their financial statements. The effective date for SFAS 162 is 60 days following the U.S. Securities and Exchange Commission’s approval of the ~~Public Company Accounting Oversight Board’s related amendments~~terms of conditions of redemption from the holders of at least 66-2/3% of all outstanding shares of Series A Voting Preferred Stock. Series A Voting Preferred Stock shall not be entitled to ~~remove the GAAP hierarchy from auditing standards, where it has resided for some time. The adoption of SFAS 162 will~~receive any dividends and does not have ~~an impact~~any conversion rights.

Series B Preferred Stock

~~In May 2008,~~10% of the ~~FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation~~stated value of SFAS No. 60” (SFAS 163). SFAS 163 prescribes accounting for insures of financial obligations, bringing consistency to recognizing and recording premiums and to loss recognition. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. Except for some disclosures, SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of SFAS 163 will$0.075 per share per year, payable quarterly. Series B Preferred Stockholders do not have ~~an impact~~the right to vote. Each share of Series B Preferred Stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series B Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series B Preferred Stock.

F-27

Table of Contents

Series C Preferred Stock

~~Other accounting standards that have been issued or proposed by~~10% of the ~~FASB or other standards-setting bodies that~~stated value of $0.075 per share per year, payable quarterly. Series C Preferred Stockholders do not ~~require adoption until a future date and are not expected~~have the right to ~~have a material impact on the financial statements upon adoption.~~

~~NOTE 3-~~

~~STOCKHOLDERS’ EQUITY (DEFICIT)~~

~~The Company was established with~~vote. Each share of Series C Preferred Stock shall be convertible into one ~~class~~share of ~~stock,~~ common stock ~~– 75,000,000 shares authorized~~ at the holder’s election in a ~~par value of $0.001.~~

~~BIO-SOLUTIONS CORP.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2008 AND 2007~~

~~NOTE 3-~~

~~STOCKHOLDERS’ EQUITY (DEFICIT)~~ ~~(CONTINUED)~~

~~Between June and October 2007 the Company issued 9,286,500~~cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series C Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a ~~private placement for $136,650.~~

time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series C Preferred Stock.

Series D Preferred Stock

During the ~~period July 1, 2008 through September 30, 2008~~time that any shares of Series D preferred stock are issued and outstanding, the holders shall be entitled to receive, and the Company ~~raised $82,662 through~~shall pay, cumulative dividends on each share of Series D preferred stock at the ~~sale~~rate of ~~421,502~~10% of the stated value of $0.25 per share per year, payable quarterly. Series D holders do not have the right to vote. Each share of Series D preferred stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of ~~common stock.~~

~~In October 2008~~Common Stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series D Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company ~~entered into agreements with consultants~~and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series D Preferred Stock.

Series E Preferred Stock

During the time that ~~performed services for~~any shares of Series E preferred stock are issued and outstanding, the ~~Company. At that time,~~holders shall be entitled to receive, and the Company ~~issued~~shall pay, cumulative dividends on each share of Series E preferred stock at the ~~consultants 1,550,000~~rate of 5% of the stated value of $0.667 per share per year, payable quarterly. Series E holders do not have the right to vote. Each share of Series E preferred stock shall be convertible into one share of Common Stock at the holder’s election in a cashless conversion. Any accrued but unpaid dividends may be converted to shares of common stock in the Board of Directors’ discretion, in such amount determined by dividing (x) the stated value of such shares of Series E Preferred Stock by (y) the amount of accrued but unpaid dividends. The Company has the right, in the sole and absolute discretion of the Board of Directors of the Company and at a time of its choosing, to redeem or convert to common shares, any or all of the shares of the Series E Preferred Stock.

Preferred Stock Dividend

During the years ending December 31, 2021, and 2020, total dividends paid were $49,607 and $99,443, respectively.

Reclassification of Accumulated Other Comprehensive Income

During 2014, the Company ceased its prior business operations in Canada, which were unrelated to its current business and officers, creating the realization of other comprehensive income based on the foreign exchange rate. Based on FASB ASC 830-30-40, upon the sale or liquidation of an investment in a foreign entity, the amount attributable to that entity and accumulated in the translation adjustment component of equity shall be both removed from the separate component of equity and reported as part of the gain or loss on sale or liquidation of the investment. Accordingly, since the cessation happened in 2014, the Company reclassified the accumulated other comprehensive income/loss from foreign currency translation to accumulated deficit in the accompanying financial statements.

Issuances pursuant to debt conversions

During May 2020, the Company issued 226,164 unregistered shares of Common Stock to a corporation for conversion of $2,000 principal and $1,392 accrued interest related to a note. These unregistered shares were valued at ~~$.20~~$0.015 per share, ~~(the value~~the fixed conversion price stated in the note (see Note 4).

F-28

Table of Contents

During June 2021, the Company ~~received cash~~issued 690,000 unregistered shares of Common Stock to its CEO/CFO in connection with the settlement of $7,590 principal outstanding (Note 4).

Issuances pursuant to agreements

During May 2021 and June 2020, the Company issued 197,347 and 200,000 shares, respectively, of unregistered common stock to a corporation for ~~their~~advertising services to be rendered. These shares were valued at $412,455 and $83,980, respectively, and were amortized over the ~~same time). The value~~period of ~~$310,000 is reflected in~~ the ~~statements of operations for~~annual advertising contract as prepaid advertising expense.

Warrants outstanding

During the year ended December 31, ~~2008.~~

2020, the Company issued a warrant for the purchase of 600,000 shares of common stock. The warrant was fully vested upon issuance, expires June 10, 2023, and has an exercise price of $0.10. The fair value of this warrant was $440,695 as presented in the accompanying statements of stockholders' equity.

The Company estimated the fair value of the warrants based on weighted probabilities of assumptions used in the Black Scholes pricing model. The weighted average volatility for the warrants at issuance was 183% and the average life of the warrants is .65 years at December ~~2008 issued 1,041,348 shares~~31, 2021. A summary of ~~stock in conversion~~the status of ~~$125,000 of notes payable (approximately $.12 per share).~~

Asthe Company’s warrant grants as of December 31, ~~2008,~~2021, and 2020 and the changes during the periods then ended is presented below:

			Weighted-Average
	Warrants		Exercise Price
Outstanding, January 1, 2020		1,200,000	$	0.10
Granted		600,000		0.10
Exercised		-		-
Expired		-		-
Outstanding, December 31, 2020		1,800,000	$	0.10

Outstanding, January 1, 2021		1,800,000	$	0.10
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding, December 31, 2021		1,800,000	$	0.10

Warrants exercisable at December 31, 2021		1,800,000	$	0.10

NOTE 4 - NOTES PAYABLE

Notes payable, related party:

During April 2019, the Company ~~has 12,299,350 shares of common stock~~consolidated several notes issued ~~and outstanding.~~

~~The Company has not issued any options or warrants~~ to ~~date.~~

~~NOTE 4-~~

~~RELATED PARTY TRANSACTIONS~~

~~The Company conducts business with another company owned by an officer of~~ the ~~Company. The Company purchases goods and uses office space in the other company’s offices. The Company is currently being charged rent on~~Company’s CEO/CFO into a ~~month to month basis. For~~single $140,000 note bearing interest at 10% per annum. During the year ended December 31, ~~2008~~2020, the note was repaid in full and retired.

F-29

Table of Contents

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 the ~~period March 27, 2007 through~~Company’s CEO/CFO between August 4, 2014, and 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 Company’s CEO/CFO. During June 2021, the note was repaid in full by issuing 690,000 shares (Note 3) and $105,950 in cash and retired.

Convertible notes payable:

During November 2017, the Company and a corporation entered into a debt agreement. The agreement bore interest at 10% per annum and was originally due December 31, ~~2007,~~2019. During the ~~Company incurred $89,820~~first quarter of 2019, an additional $15,000 was borrowed pursuant to an amended and ~~$73,900, respectively in inventory and other expenses~~restated debt agreement, bringing the unpaid principal balance to ~~this company and $7,882 and $2,933 in rent. Approximately $11,905 is owed to this company~~$75,000 at December 31, ~~2008 which is included in accounts and accrued expenses payable.~~

~~The Company was advanced $3,967 from officers during~~2019. During the year ended December 31, ~~2008. These amounts are short-term~~2020, the note was repaid in ~~nature as they are due on demand,~~full and retired.

Other notes payable:

During December 2013, the Company issued a $3,000 convertible note to an individual. The loan bears interest at 5% per annum, has ~~not been charged interest. The Company anticipates repayment~~a fixed conversion price of ~~these advances within the next twelve months.~~

~~NOTE 5-~~

~~SHORT-TERM LOANS~~

~~The Company was advanced $125,000 from seventeen (17) individuals/companies for amounts ranging between $5,000 and $45,000 each during~~$0.015. During the year ended December 31, ~~2008. These amounts were converted into 1,041,348 shares of common stock.~~

In2020, the note was repaid in full and retired.

During December ~~2008,~~2013, the Company ~~entered into three notes payable on demand in the amounts of $20,000 (CD$), $10,000 (CD$) and $24,990 (CD$) loan. All of these loans accrue interest at 5% per annum.~~issued a $5,000 convertible note to an individual which was later assigned to a corporation. The Company has repaid $7,530 (CD$) at the end of December 2008, and has $17,460 (CD$) remaining due on this note. The total outstanding due on these notes as of December 31, 2008 is $47,460 (CD$) or $38,966 (US$).

~~The Company had accrued~~loan bears interest at 5% per annum, has a fixed conversion price of $0.015. The outstanding principal balance of $2,000 and outstanding interest balance of $1,392 was settled through the issuance of Common Stock on ~~these notes~~May 4, 2020 (Note 3) and ~~accrued $4,723 as~~the note was retired.

During April 2012, the Company issued a $2,500 convertible note to an individual. The loan bears interest at 5% per annum, has a fixed conversion price of ~~December 31, 2008. Interest expense for~~$0.009. During the year ended December 31, ~~2008 is $4,406.~~

~~NOTE 6-~~

~~MAJOR CUSTOMERS~~

~~93%~~2020, the note and ~~80%~~accrued interest was settled with a payment of $20,000. Accordingly, a loss on debt settlement of $14,370 was recognized in the ~~Company’s revenue was generated by four and three customers for the year ended~~accompanying statement of operations.

Accrued Interest

At December 31, ~~2008~~2021, and ~~period March 27, 2007 through December 31, 2007, respectively that were~~2020, accrued interest on all ~~considered~~notes and convertible notes amounted to ~~be major customers. A major customer is one that represents at least 10% of the Company’s revenue.~~ $-0- and $27,604, respectively.

NOTE 5 - FEDERAL INCOME TAX

The Company ~~does not consider this risk to be significant.~~

~~BIO-SOLUTIONS CORP.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2008 AND 2007~~

~~NOTE 7-~~

~~PROVISION FOR INCOME TAXES~~

~~Deferred~~accounts for income taxes ~~are determined using the~~under ASC 740-10, which provides for an asset and liability ~~method~~approach of accounting 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. Deferredtaxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, ~~attributable~~using currently enacted tax laws, attributed to temporary differences between ~~financial statement~~the carrying amounts of assets and liabilities for financial reporting purposes and ~~their respective~~the amounts calculated for income tax ~~bases.~~

Aspurposes. The provision (benefit) for income taxes for the years ended December 31, 2021, and 2020 assumes a 21% effective tax rate for federal income taxes. The Company did not identify any uncertain tax positions.

At December 31, 2021, and 2020, the Company had approximately $1,684,000 and $1,613,000, respectively, in federal and state tax loss carryforwards that can be utilized in future periods to reduce taxable income. Pursuant to Internal Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. The components of income tax expense for the years ended December 31, 2021, and 2020 consist of the following:

	2021			2020
Net operating loss carryforwards	$	1,684,310		$	1,613,310
Temporary differences		(4,000	)		9,000
Permanent differences		(81,000	)		(103,000	)
Valuation allowance		(1,599,310	)		(1,519,310	)

F-30

Table of Contents

Significant components of the Company’s deferred tax assets as of December 31, ~~2008, there~~2021, and 2020 are summarized below.

	2021			2020
Federal tax statutory rate		20.9	%		20.9	%
Temporary differences		-1.2	%		1.9	%
Permanent differences		-23.9	%		-21.6	%
Valuation allowance		4.1	%		-1.3	%
Effective rate		0.0	%		0.0	%

The Company provides for a valuation allowance when it is ~~no provision for~~more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income ~~taxes, current or deferred.~~

Net operating losses $ 201,940
Valuation allowance (201,940 )

$ -

Atwill be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance increased by $80,000 and $69,000 during the years ending December 31, ~~2008,~~2021, and 2020, respectively.

To the ~~Company had~~extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the ~~amount~~deferred asset and valuation allowance will be recorded as additional paid-in capital.

NOTE 6 - COMMITMENTS/CONTINGENCIES

From time to time, we may be involved in litigation in the ordinary course of ~~$593,942, available to offset future taxable income through 2028. The~~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.

NOTE 7 - CUSTOMER CONCENTRATIONS

For the year ended December 31, 2021, 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.~~

~~A reconciliation~~had one retailer customer whose revenue represents more than 10% ($227,128) of the Company’s ~~effective tax rate~~total revenues and one retailer customer whose accounts receivable represents more than 10% ($8,939) of the Company’s accounts receivable. For the year ended December 31, 2020, the Company had one retailer customer whose revenue represents more than 10% ($194,409) of the Company's total revenues and one retailer customer whose accounts receivable individually represents more than 10% ($9,302).

The Company’s end-user customer sales and retailer customer sales for the years ended December 31, 2021 and 2020 were as ~~a percentage~~follows:

	2021				2020
End-User Sales	$	686,561	72	%	$	265,563	55	%
Retailer Sales		267,120	28	%		215,150	45	%
	$	953,681	100	%	$	480,713	100	%

NOTE 8 - RECOVERY OF RETAILER CHARGEBACKS

During the year ended December 31, 2020, the Company recognized $181,450 of ~~income before taxes and federal statutory rate~~recovery of retailer chargebacks in the accompanying statement of operations for the year ended December 31, ~~2008~~2020.

NOTE 9 - RELATED PARTY TRANSACTIONS

On July 1, 2021, the Company entered into a consulting agreement with BTB Management Company, a company owned by our CEO/CFO and ~~the~~director, Murray Fleming. The agreement provides for quarterly payments of $12,000 for a period ~~March 27, 2007 (inception) through December 31, 2007 is summarized below.~~

2008 2007
Federal statutory rate (34.0)% (34.0)%
State income taxes, net of federal benefits 0.0 0.0
Valuation allowance 34.0 34.0
0% 0%

of 12 months and thereafter renews quarterly until terminated by either party.

~~NOTE 8-~~

~~LICENSE AGREEMENT~~

~~On September 11, 2008, the Company entered into a License Agreement with Oceanutrasciences Inc., a Canadian company (“ONS”) (the “Agreement”)/ The Agreement is for a term~~F-31

Table of ~~three years~~Contents

NOTE 10 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from September 11, 2008 to September 11, 2011. Under the terms of the Agreement, the Company has acquired the license and trademark rights to produce the “Nutra-Pro 80-20” product from ONS in the North America animal feed territory. The Company has acquired these rights for $150,000 (CD$) ($141,525 US$ at September 11, 2008). The Company paid the initial payment of $50,000 (CD$), with the remaining payments due $50,000 (CD$) on October 31, 2008 and $50,000 (CD$) on December 31, 2008. The Company has made a $25,000 (CD$) payment in December 2008, and as of December 31, 2008 owes $75,000 (CD$), which is reflected in accounts payable and accrued expenses on the balance sheet ~~at December 31, 2008. The Company is amortizing the license fee over the 36 month term of the Agreement. Amortization expense through December 31, 2008 amounted to $12,277.~~

~~Nevada~~	~~0200~~			~~98-0557171~~ Glucose Health, Inc.
(Exact Name of Registrant as Specified in its Charter)

Joseph M. Lucosky, Esq.		Ross Carmel, Esq.
~~14517, Joseph Marc Vermette, Mirabel (Québec), Canada~~ Lawrence Metelitsa, Esq.		~~J7J 1X2~~ Carmel Milazzo & Feil LLP
~~(Address of registrant's principal executive offices)~~ Lucosky Brookman LLP		~~(Zip Code)~~ 55 W 39^th Street
101 Wood Avenue South		18^th Floor
Woodbridge, New Jersey 08830	~~(888) 686-2611~~	New York, NY 10018
(732) 395-4500	~~(Registrant's Telephone Number, Including Area Code)~~	(212) 658-0458

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
Emerging growth company	☒

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $.001 par value	5,600,000	$0.40	$2,240,000	$124.99

~~Prospectus Summary~~		4
~~Risk Factors~~		5
~~Forward Looking Statements~~		8
~~Use of Proceeds~~		8
~~Determination of Offering Price~~		8
~~Dilution~~		8
~~Selling Security Holders~~		8
~~Plan of Distribution~~		9
~~Legal Proceedings~~		9
~~Directors Executive Officers Promoters and Control Persons~~		10
~~Security Ownership of Certain Beneficial Owners and Management~~		10
~~Description of Securities~~		11
~~Interest of Named Experts and Counsel~~		11
~~Disclosure of Commission Position on Indemnification for Securities Act Liabilities~~		11
~~Organization Within Last Five Years~~		11
~~Description of Business~~		12
~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~		13
~~Description of Property~~		15
~~Certain Relationships and Related Transactions~~		16
~~Market for Common Equity and Related Stockholder Matters~~		16
~~Executive Compensation~~		18
~~Financial Statements~~		19
~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~		31
~~Legal Matters~~		31
~~Experts~~		31
~~Additional Information~~		31
~~Indemnification of Directors and Officers~~		32
~~Other Expenses of Issuance and Distribution~~		32
~~Recent Sales of Unregistered Securities~~		32
~~Exhibits~~		33
~~Undertakings~~		34
~~Signatures~~		35

	Per Share		Total
Public offering price	$	4.00	$	8,500,000
Underwriting discounts and commissions⁽¹⁾	$	0.32	$	680,000
Proceeds to the Company, before expenses^(2,3)	$	3.68	$	7,820,000
Proceeds to Selling Stockholders, before expenses ⁽⁴⁾	$	4.00	$	5,253,608

	(1)	We have additionally agreed to issue compensatory warrants to the Representative equal to 2% of the total number of shares of common stock sold in this offering. If 2,125,000 shares of common stock are sold in this offering, we expect to issue compensatory warrants to purchase 42,500 shares of common stock to the Representative.
	(2)	We have agreed to reimburse the Representative for certain cash expenses incurred by them in this offering, up to $150,000. We have additionally agreed to provide the Representative with a non-accountable expense allowance equal to 0.9% of the gross proceeds of this offering. If our gross proceeds of the offering are $8,500,000, we expect to reimburse $76,500 to the Representative. See the “Underwriting” section of this Prospectus for additional details and further information about underwriting compensation.
	(3)	The amount of offering proceeds to us does not include any exercise of the (i) over-allotment option we have granted to the Representative as described below, and (ii) exercise of any compensatory warrants being issued to the Representative in this offering.
	(4)	We will not receive any proceeds from the sale of the Selling Stockholder Shares by the Selling Stockholders.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS		2

MARKET AND INDUSTRY DATA		2

TRADEMARKS AND TRADE NAMES		2

PROSPECTUS SUMMARY		3

SUMMARY OF THE OFFERING		10

SUMMARY FINANCIAL INFORMATION		11

RISK FACTORS		15

USE OF PROCEEDS		28

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		29

CAPITALIZATION		30

DILUTION		32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		33

BUSINESS		38

MANAGEMENT		50

EXECUTIVE COMPENSATION		53

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		54

PRINCIPAL SHAREHOLDERS		55

SELLING STOCKHOLDERS		56

DESCRIPTION OF SECURITIES		60

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		65

UNDERWRITING		70

LEGAL MATTERS		76

EXPERTS		76

WHERE YOU CAN FIND MORE INFORMATION		76

INDEX TO FINANCIAL STATEMENTS		F-1

	·	Centers for Disease Control and Prevention, January 18, 2022, www.cdc.gov/diabetes/data/statistics-report/index.html
	·	Closing America’s Fiber Intake Gap., July 7, 2016, https://www.ncbi.nlm.nih.gov/pmc/articles/PMC6124841/
	·	Nonnutritive Sweeteners: Current Use and Health Perspectives. A Scientific Statement From the American Heart Association and the American Diabetes Association. July 24, 2012, https://pubmed.ncbi.nlm.nih.gov/22777177/
	·	The American Diabetes Association Standards of Medical Care in Diabetes-2022, December 16, 2021, diabetesjournals.org/care/article/45/Supplement_1/S60/138923/5-Facilitating-Behavior-Change-and-Well-being-to
	·	The American Diabetes Association Standards of Medical Care in Diabetes-2019 (Abridged for Primary Care Providers), Jan 1, 2019, https://diabetesjournals.org/clinical/article/37/1/11/32671/Standards-of-Medical-Care-in-Diabetes-2019
	·	Review of the Scientific Evidence on the Physiological Effects of Certain Non-Digestible Carbohydrates, June 2018, Food and Drug Administration, https://www.fda.gov/files/food/published/Review-of-the-Scientific-Evidence-on-the-Physiological-Effects-of-Certain-Non-Digestible-Carbohydrates-PDF.pdf

·	Moderate rising glucose levels after meals to maintain healthy post-prandial glycemic response
	~~Our principal business address~~
·	Block metabolism of dietary sugars and fats to maintain healthy glucose, cholesterol and triglycerides levels.

·	Improve regularity to maintain healthy digestion

	·	present only two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and ~~fish oil.We have conducted studies that we believe demonstrate the positive impact~~related management’s discussion and analysis of ~~Nutra-Animal on growth~~financial condition and ~~reinforcement~~results of operations in this Prospectus;
	·	avail ourselves of the ~~immune system.~~exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley;
	·	provide reduced disclosure about our executive compensation arrangements; and
~~Our state of organization:~~	·	~~We were incorporated in Nevada~~not require stockholder non-binding advisory votes on ~~March 27, 2007~~. executive compensation or golden parachute arrangements.

Issuer:		~~The summary financial information set forth below is derived from the more detailed financial statements appearing elsewhere in this prospectus.~~ Glucose Health, Inc.

Securities Offered by us:		2,125,000 shares of Common Stock, at an assumed public offering price of $4.00 per share of Common Stock.

Over-allotment option:		We have ~~prepared our financial statements contained in this prospectus in accordance with accounting principles generally accepted in~~granted to the ~~United States. All information should be considered in conjunction with our financial statements and the notes contained elsewhere in this prospectus.~~

Income Statement	For the Year Ended December 31, 2008	For the Period from Inception on March 27, 2007 through December 31, 2007

Revenue	51,647	37,951
Gross Profit (Loss)	(10,703)	21,806
Operating Expenses	514,180	86,459
Net Loss	(529,289)	(64,653)
Net Loss Per Share	(0.06)	(0.01)

Balance Sheet	December 31, 2008	December 31, 2007

Total Assets	194,609	79,448
Total Liabilities	169,040	14,281
Shareholders' Equity (Deficit)	25,569	65,167

~~Number of shares being offered:~~		~~The selling security holders want~~Representative a 45-day option to ~~sell 5,600,000~~purchase up to 318,750 additional shares of our Common Stock at our public offering price of $4.00 per share, in any combination solely to cover over-allotments, if any.

Representative’s warrants:		We have agreed to issue to the Representative compensatory warrants to purchase a number of shares of Common Stock equal in the aggregate to 2% of the total number of shares issued in this offering. The Representative’s warrants will be exercisable at a per share exercise price equal to 150% of the public offering price per share of Common Stock sold in this offering. The representative’s warrants will only be exercisable during the four and a half-year period commencing six (6) months from the commencement date of sales in this offering. The Representative’s warrants also provide for customary anti-dilution provisions, one-time demand registration right (with a duration of such right not to exceed five years from the commencement of sales of Common Stock in this offering) and unlimited “piggyback” registration rights (with a duration of such rights not to exceed seven years from the commencement of sales of Common Stock in this offering) with respect to the registration of the shares of Common Stock underlying the warrants. The registration statement of which this Prospectus forms a part also registers the shares of Common Stock issuable upon exercise of the Representative’s warrants.

Securities Offered by Selling Stockholders		The Selling Stockholders are offering 1,313,402 shares of Common Stock, consisting of (i) 103,402 shares of Common Stock, (ii) 640,000 shares of Common Stock to be issued upon conversion of Series D Preferred Stock after our Common Stock Reverse Stock Split, and (iii) 570,000 shares of Common Stock to be issued upon conversion of Series E Preferred Stock after our Common Stock Reverse Split.

Common stock issued and outstanding ~~common stock. The selling stockholders have advised us that they will sell the~~before this offering:		1,686,197 shares of common stock from time to time in the open market, on the OTC Bulletin Board, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.

~~Estimated use~~ Common stock issued and outstanding after this offering¹:		5,021,197 shares.

Use of proceeds:		We estimate that the net proceeds to us from this offering will be approximately $7,593,500 (or approximately $8,755,025 if the Representative exercises its over-allotment option in full) assuming an offering price of $4.00 per share. We will not receive any ~~of the~~ proceeds from the sale of ~~those shares being offered~~the Selling Stockholder Shares by the ~~selling security holders.~~ Selling Stockholders. We intend to use the net proceeds of this offering primarily for working capital, sales and marketing, research and development, and general corporate purposes. See “Use of Proceeds” for additional information.

Proposed Nasdaq Trading Symbol and Listing:		We have applied to list of our Common Stock on the Nasdaq under the symbol “GLUC”. If our listing is not approved, we will not proceed with this offering.

Common Stock Reverse Split:		We plan to effect a reverse stock split of our Common Stock by a ratio of 1-for-10 prior to the closing of this offering (“Common Stock Reverse Split”). Other than in our financial statements and notes thereto, and except where otherwise noted, information presented in this Prospectus reflects our planned Common Stock Reverse Split.

Risk Factors:		See “Risk Factors” beginning on page 15 and the other information contained in this Prospectus for a discussion of factors you should carefully consider before investing in our securities.

Lock-up agreements:		The Company, each of our directors and executive officers, and our 5% and greater shareholders have agreed not to, subject to certain limited exceptions, offer, pledge, sell, contract to sell, grant any option to purchase, or otherwise dispose of our Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, or to enter into any hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of the shares of our Common Stock, in the case of the Company for a period of 360 days after the date of this Prospectus, and in the case of our directors and executive officers and our 5% and greater stockholders for a period of 180 days after the date of this Prospectus. See “Underwriting” for additional information.

	·	the announcement or introduction of new products by our competitors;
	·	our ability to upgrade and develop our systems to accommodate growth;
	·	our ability to attract and retain key personnel in a timely and cost-effective manner;
	·	the amount and timing of operating costs relating to the expansion of our business operations;
	·	our ability to identify and enter into relationships with appropriate and qualified third-party providers for operations, tolling and contract manufacturing services;
	·	regulation by federal, state, or local governments;
	·	general economic conditions;
	·	economic conditions specific to the nutritional beverage industry, including for ingredient suppliers, tolling and contract manufactures, packaging suppliers and printers, warehousing, and logistics providers;
	·	various risks related to health epidemics, pandemics, and similar outbreaks, such as the coronavirus disease 2019 (“COVID-19”) pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

	·	had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

	·	in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

	·	in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

	•	~~changes in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our stock;~~
	•	~~fluctuations in stock market prices and volumes, particularly among securities of emerging growth companies;~~
	•	~~changes in market valuations of similar companies;~~
	•	~~announcements by us or our competitors of significant contracts, new technologies, acquisitions, commercial relationships, joint ventures or capital commitments;~~
	•	~~variations in our quarterly operating results;~~
	•	~~fluctuations in related commodities prices; and~~
	•	~~additions or departures of key personnel.~~

	Use of Net Proceeds
Working Capital	$	2,500,000
Sales and Marketing
GLUCODOWN®	$	1,200,000
FIBER UP®	$	1,800,000
Research and Development
GLUCODOWN®	$	300,000
FIBER UP®	$	450,000
Retirement of Preferred Stock	$	212,500
General Corporate Purposes	$	1,131,000

Period	High		Low

Fiscal Year 2022:
First Quarter	$	20.44	$	10.90
Second Quarter		11.70		5.30
Third Quarter		8.30		4.30
Fourth Quarter		9.20		3.70

Fiscal Year 2021:
First Quarter	$	87.00	$	35.10
Second Quarter		45.50		20.90
Third Quarter		40.50		23.00
Fourth Quarter		24.90		14.20

Name of Selling Security Holder	Amount of Shares of Common Stock Owned by Selling Security Holder Before the Offering	Amount of Shares of Common Stock to be Offered by the Selling Security Holder	Amount of Shares of Common Stock Owned by Selling Security Holder After the Offering	Percentage of Common Stock Owned if all of the Offered Shares Are Sold
Roger Corriveau (1)	6,000,000	5,000,000	1,000,000	8.1%
Ghislaine St-Hilaire (2)	1,500,000	500,000	1,000,000	8.1%
Gilbert Pomerleau (3)	720,000	100,000	620,000	5.0%
Total	8,220, 000	5,600,000	2,620,000	21.3%

~~Registration Fees~~	~~Approximately~~	~~$124.99~~
~~Transfer Agent Fees~~	~~Approximately~~	~~$250.00~~
~~Costs of Printing and Engraving~~	~~Approximately~~	~~$500.00~~
~~Legal Fees~~	~~Approximately~~	~~$10,000.00~~
~~Accounting Fees~~	~~Approximately~~	~~$5,000.00~~

~~Name~~	~~Age~~	~~Position~~
~~Dr. Gilles~~ ~~Chaumillon~~	46	~~president, chief executive officer~~
~~Gilbert~~ ~~Pomerleau~~	43	~~vice president, chief financial officer, director~~
~~Ghislaine St-Hilaire~~	59	~~vice president and secretary, director~~

~~Title of Class~~	~~Name and Address of Beneficial Owner~~	~~Amount and Nature of Beneficial Owner~~	~~Percent of Class~~
~~Common Stock~~	~~Dr. Gilles Chaumillon~~ ~~14517 Joseph Marc Vermette~~ ~~Mirabel,~~ ~~Québec~~ ~~Canada, J7J 1X2~~	~~No shares~~ ~~President and chief executive officer~~	0%
~~Common Stock~~	~~Roger Corriveau~~ ~~77, 572ième avenue~~ ~~St-Hippolyte, Québec,~~ ~~Canada, J8A 3L3~~	~~6,000,000 shares~~ ~~Former officer and director~~	~~48.8%~~
~~Common Stock~~	~~Gilbert Pomerleau~~ ~~145, route 216~~ ~~Ste-Marguerite, Québec~~ ~~Canada, G0S 2X0~~	~~720,000 shares~~ ~~(1)~~ ~~Vice president, chief financial officer, director~~	~~5.9%~~
~~Common Stock~~	~~Ghislaine St-Hilaire~~ ~~(2)~~ ~~77 572 ième avenue~~ ~~St-Hippolyte, Québec~~ ~~Canada, J8A 3L3~~	~~1,500,000 shares~~ ~~Vice-president, secretary and director~~	~~12.2%~~
~~Common Stock~~	~~All directors and named executive officers as a group~~	~~2,220,000 shares~~	18.1%*

Offering Expenses
SEC registration fee	$	2,055
FINRA filing fee	$	5,000
Legal fees and expenses	$	[*]
Accounting fees and expenses	$	[*]
Miscellaneous expenses	$	[*]
Total	$	[*]

		Incorporated by
Exhibit		Reference		Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith

1.1	Form of Underwriting Agreement				X
2.1**	Form of Plan and Agreement of Merger	S-1	2.1	06/01/22
2.2**	Certificate of Merger, March 29, 2022	S-1	2.2	06/01/22
3.1**	Articles of Conversion, Effective March 11, 2022	S-1	3.1	06/01/22
3.2**	Certificate of Conversion, Effective March 11, 2022	S-1	3.2	06/01/22
3.3**	Amended and Restated Certificate of Incorporation of Glucose Health, Inc., March 29, 2022	S-1	3.3	06/01/22
3.4**	Amended and Restated Bylaws of Glucose Health, Inc.	S-1	3.4	06/01/22
3.5**	Certificate of Correction, April 13, 2022	S-1	3.5	06/01/22
3.6	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Glucose Health, Inc., October 24, 2022				X
4.1	Form of Representative’s Warrant Agreement				X
5.1*	Legal Opinion of Lucosky Brookman LLP
10.1**	Form of Series B Preferred Stock Purchase Agreement	S-1	10.2	06/01/22
10.2**	Form of Series C Preferred Stock Purchase Agreement	S-1	10.3	06/01/22
10.3**	Form of Series D Preferred Stock Purchase Agreement	S-1	10.4	06/01/22
10.4**	Form of Series E Preferred Stock Purchase Agreement	S-1	10.5	06/01/22
10.5#**	Convertible Promissory Note issued to BTB Management Company, dated April 1, 2016	S-1	10.6	08/05/22
10.6#**	Services Agreement by and between Glucose Health, Inc. and BTB Management Company, dated July 1, 2021	S-1	10.6	09/02/22
10.7†**	Services Agreement by and between Glucose Health, Inc. and BTB Management Company, dated April 1, 2022	S-1	10.7	06/01/22
10.8†**	Consulting agreement by and between Cascadia Managing Brands, LLC, dated February 1, 2022	S-1	10.8	06/01/22
10.9†**	Form of Independent Director Agreement between Glucose Health, Inc. and William Sipper	S-1	10.9	08/05/22
10.10†**	Form of Independent Director Agreement between Glucose Health, Inc. and Robert Sipper	S-1	10.10	08/05/22
10.11†	Consent of Sarah Berman, dated November 24, 2022				X
10.12	Form of Lock-Up Agreement				X
23.1	Consent of FRUCI & Associates II, PLLC, dated January 6, 2023				X
23.2*	Consent of Lucosky Brookman LLP (reference is made to Exhibit 5.1)
99.1	Audit Committee Charter				X
99.2	Compensation Committee Charter				X
99.3	Nominating and Corporate Governance Committee Charter				X
99.4	Code of Ethics				X
99.5**	Consent of Robert Sipper, May 18, 2022	S-1	99.4	06/01/22
99.6**	Consent of William Sipper, May 18, 2022	S-1	99.5	06/01/22
99.7	Consent of Heidi Skolnik, October 17, 2022				X
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
107	Filing Fee Table				X


	~~(iii)~~	~~Include any additional or changed material information on the plan of distribution.~~


~~/s/ Gilbert Pomerleau~~			~~April 22, 2009~~
~~Gilbert Pomerleau~~
~~Principal Financial and Accounting Officer, Chief Financial Officer, Director~~

Signature	Title	Date

/s/ Murray Fleming	Chief Executive Officer	January 9, 2023
Murray Fleming	(principal executive officer) and Sole Director

/s/Murray Fleming	Chief Financial Officer	January 9, 2023
Murray Fleming	(principal financial officer and principal accounting officer)


~~/s/ Gilles Chaumillon~~				~~April 22, 2009~~ 79
~~Dr. Gilles Chaumillon~~
~~Principal Executive Officer, President, Chief Executive Officer~~

~~/s/ Gilbert Pomerleau~~				~~April 22, 2009~~
~~Gilbert Pomerleau~~
~~Principal Accounting Officer, Chief Financial Officer, Director~~

~~/s/ Ghislaine St-Hilaire~~				~~April 22, 2009~~
~~Ghislaine St-Hilaire~~
~~Vice-President, Secretary, Director~~

Glucose Health, Inc.

~~/s/ Gilles Chaumillon~~

~~April 22, 2009~~

~~Dr. Gilles Chaumillon~~

/s/ Murray Fleming

~~Principal Executive Officer, President,~~

Murray Fleming

Chief Executive Officer