~~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 our Common Stock.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2022.

	·	an actual basis.
	·	on a pro-forma basis to give effect to (i) our sale of $_______________ of shares of common stock in this offering at the assumed public offering price of $________ per share, which is the last reported sale price of our common stock on the OTC Markets on ________, 2022, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The as adjusted information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual 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 March 31, 2022
	Unaudited
	Actual			Pro Forma
Cash and cash equivalents	$	641,061		$
Total liabilities	$	2,071

Preferred stock, Series A, $0.001 par value, 1,000 shares authorized, 1,000 shares issued and outstanding, at March 31, 2022;		1
Preferred stock, Series B, $0.075 stated value, 3,466,668 shares authorized, 2,133,334 shares issued and outstanding, at March 31, 2022;	2113
Preferred stock, Series C, $0.075 stated value, 866,668 shares authorized, 866,668 shares issued and outstanding, at March 31, 2022;		867
Preferred stock, Series D, $1.00 stated value, 300,000 shares authorized, 300,000 shares issued and outstanding, at March 31, 2022;		300
Preferred stock, Series E, $2.00 stated value, 480,000 shares authorized, 480,000 shares issued and outstanding, at March 31, 2022;		480
Common Stock, $0.001 par value, 40,000,000 shares authorized, 13,848,630 shares issued and outstanding, at March 31, 2022;		13,849
Additional paid-in capital		8,831,233
Accumulated (deficit)	$	(7,918,484	)	$
Total stockholders' equity	$	930,378		$

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Each $1.00 increase (decrease) in the assumed public offering price of $____ per Unit would increase (decrease) the as adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $____ million, assuming that the number of Units 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. We may also increase or decrease the number of Units we are offering. Each increase (decrease) of _________ Units in the number of Units we are offering would increase (decrease) the as adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $___ million, assuming that the assumed public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as 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 number of shares of our Common Stock to be outstanding after this offering is based on __________ shares of our Common Stock outstanding as of [ ], and excludes:

	·	[*] shares of our common stock issuable upon exercise of the Warrants to be issued as part of the Units;
	·	[*] shares of our common stock issuable upon exercise of the one-for-one (1-for-1) conversion option of our Series B, C, D and E preferred stock.

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DILUTION

Each Unit, with an assumed public offering price of $____ per Unit, which is the last quoted sale price of our Common Stock by OTC Markets on __________, 2022, consists of one share of Common Stock and a Warrant to purchase one share of Common Stock.

If you invest in our Units, your interest will be diluted immediately to the extent of the difference between the offering price per Unit and the as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this offering.

As of March 31, 2022, our historical net tangible book value was $927,083 or $0.07 per share of Common Stock. Historical net tangible book value per share represents the amount of our total tangible assets reduced by total liabilities, divided by 13,848,630 the number of shares of Common Stock outstanding on March 31, 2022.

After giving effect to the sale of _________ Units, at the assumed offering price of $____ per Unit , which is the last quoted sale price of our Common Stock by OTC Markets on __________, 2022, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (ii) our net tangible book value as of March 31, 2022 would have been $_________ or $____per share of Common Stock. This amount represents an immediate increase in net tangible book value of $____ per share to our existing stockholders. Investors purchasing our Common Stock in this offering will have paid $____ more than the as adjusted net tangible book value per share of Common Stock after this offering.

The following table illustrates this dilution on a per share basis:

Assumed offering price per Unit				$
Historical net tangible book value per share as of March 31, 2022	$	(927,083	)
Increase in net tangible book value per share attributable to new investors	$
Net tangible book value per share after the offering
Dilution per share to new investors				$

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

The number of shares of our Common Stock to be outstanding after this offering is based on _________ shares of our Common Stock outstanding as of [ ], and excludes:

	·	[*] shares of our common stock issuable upon exercise of the Warrants to be issued as part of the Units;
	·	[*] shares of our common stock issuable upon exercise of the one-for-one (1-for-1) conversion option of our Series B, C, D and E preferred stock.

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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 March 31, 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”.

Business 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 Diabetic Association, when formulating our beverages. We are currently in the early stages of marketing and distributing GLUCODOWN®.

Recent Developments

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.

On January 25, 2022, we entered into an investment banking agreement with EF Hutton, which contemplates the Company raising additional capital and preparing a registration statement under the Securities 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 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. Our issued and outstanding common shares are 13,848,630 and our issued and outstanding preferred shares are 3,781,002.

Supply Chain Management

As described more fully below, while 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 two of our five key suppliers and delays in raw materials shipments from four of our five raw materials suppliers in the prior fiscal year, which impacted our finished goods inventory in the current period. In addition, we depend upon single suppliers for some of our key ingredients. If any of the single suppliers is unable to source raw materials, it could cause production delays and significantly disrupt our business. As we believe both raw material 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 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” section.

Results Of Operations

The following section discusses the interim quarterly periods of fiscal 2022, ended March 31, 2022, and fiscal 2021, ended March 31, 2021.

Revenue

Revenue decreased by $23,652 or 10%, to $213,813 in the quarterly period ended March 31, 2022, from $237,465 in the quarterly period ended March 31, 2021. The decline in revenue was a result of product outages of certain of our eight GLUCODOWN® flavors during the quarter due to insufficient finished goods inventory. We experienced delays in raw materials shipments from two of our five key suppliers in the current period and delays in raw materials shipments from four of our five raw materials suppliers in the prior fiscal year, impacted finished goods inventory in the current period. We believe both raw material and manufacturing delays are now effectively routine for the visible future and can only be managed by substantially increasing finished goods inventory to mitigate against product outages and consequent loss of revenue. Additionally, revenue from one retailer customer declined as we were impacted by systems issues at the retailer preventing their generation of accurate purchase orders, during our transition to supplying this retailer 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 in comparison to comparative periods.

Cost of Revenue and Gross Profit

Cost of revenue decreased by $43,532, or 32%, to $90,719 in the quarterly period ended March 31, 2022, from $134,251 in the quarterly period ended March 31, 2021. Gross profit increased by $19,880, or 19%, to $123.094 in the quarterly period ended March 31, 2022, from $103,214 in the quarterly period ended March 31, 2021. 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 to control costs of goods sold. Additionally, we earn higher gross margins through our sales of GLUCODOWN® to end-user customers (online) than sales of GLUCODOWN® to retailer customers. This higher gross margin 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 quarter, 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 and while we expect less revenue from the retailer going forward, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Revenue”, we expect to earn higher gross margins.

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Operating Expenses

Operating expenses increased by $222,754, or 244%, to $314,143 in the quarterly period ended March 31, 2022, from $91,389 in the quarterly period ended March 31, 2021. Operating expenses were higher in the quarterly period ended March 31, 2022, due to increased administrative and professional costs, in part associated with our planned filing of a registration statement and due to -0- expenses for advertising services paid in-stock in the quarterly period ended March 31, 2021.

Other Income (Expense) & Net Loss

Other income (expense) was -0- in the quarterly period ended March 31, 2022, vs. ($1,402) in the quarterly period ended March 31, 2021. Increased operating expenses resulted in a net loss of ($191,049) in the quarterly period ended March 31, 2022, vs. net income of $10,423 in the quarterly period ended March 31, 2021.

The following section discusses the 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.

Cost of Revenue & 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 of GLUCODOWN® to end-user customers (online) vs. sales of GLUCODOWN® to retailer customers. This higher gross margin 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 Financial Condition

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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As of March 31, 2022, we had cash of $641,061 and no cash equivalents. The following table summarizes our cash flows from operating, investing, and financing activities in the interim quarterly periods of fiscal 2022 and fiscal 2021:

	Quarter Ended March 31,
	2022		2021

Net cash provided by (used in) operating activities	$	(86,216)	$	(65,195)
Net cash provided by (used in) investing activities		-		-
Net cash provided by (used in) financing activities		(25,125)		937,931

Net increase (decrease) in cash, cash equivalents, and restricted cash	$	(111,341)	$	872,736

Operating Activities - The greater net cash used in operating activities in the quarter ended March 31, 2022, vs. March 31, 2021, was primarily a result of increased professional and administrative costs.

Investing Activities - No cash was used for investing activities in the quarters ended March 31, 2022, or March 31, 2021.

Financing Activities - The greater net cash used in financing activities in the quarter ended March 31, 2022, vs. March 31, 2021, was a result of preferred dividend payments and no cash raised from equity or debt financings. The net cash provided in the quarter ended March 31, 2021, consisted of proceeds from the sale of preferred stock offset by debt repayment and preferred dividend payments

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

Recent Developments

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.

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.

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

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.

We distinguish the labeling and marketing of our GLUCODOWN® brand with three statements of nutritional support referring to the physiological impacts of the form of soluble fiber infused in GLUCODOWN®. We believe these three statements are the most compelling for our identified consumer market of health-conscious pre-diabetic and diabetic persons:

	·	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.

We manufacture GLUCODOWN® in powder form which consumers can use to make their own beverages. In 2021, we launched four new GLUCODOWN® drink (not iced tea) mix flavors (Cherry, Strawberry-Banana, Peach Mango, and Watermelon) also in powder form.

Currently, we manufacture these eight GLUCODOWN® flavor variations in two packaging formats (foil resealable pouches and bulk containers).

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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.

FIBER UP® will be our second soluble fiber infused nutritional beverage brand and our first ready-to-drink (not powder) beverage. We currently 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 form of soluble fiber infused in FIBER UP®. We believe these four statements are the most compelling for our identified consumer market of health-conscious persons 45 years and older who may be fiber deficient:

· Supports a healthy heart

· Promotes weight loss

· Preserves bone strength

· Maintains a healthy gut

To the present date, we have formulated multiple flavors of FIBER UP®, including Cherry and Grape. 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.

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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 national and large regional 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 to 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.

Clinical Studies

Our compilation of clinical studies substantiating the physiological impacts associated with the nutritional ingredients we select for our beverages is essential to earn the trust and loyalty of our customers and to ensure compliance with pertinent government regulations. The Food and Drug Administration (“FDA) permits "statements of nutritional support" for conventional foods without FDA pre-approval. Such statements may describe how particular nutritional ingredients affect the structure, function or general well-being of the body, or the mechanism of action by which a nutritional ingredient may affect body structure, function, or well-being (but may not state that a conventional food will diagnose, mitigate, treat, cure, or prevent a disease). Our soluble fiber ingredient supplier, Archer Daniels Midland/Matsutani, has sponsored and/or compiled clinical studies, over a period of two decades. We utilize these clinical studies, and other clinical studies related to our other ingredients, to support our formulation, marketing and FDA compliance, activities.

While the investment of capital related to conducting clinical studies is presently beyond the financial capability of our Company, and it is our purposeful strategy to rely upon the extensive body of data compiled by our soluble fiber ingredient supplier, rather than incurring expense conducting our own clinical studies (which necessarily will be small and limited in scope), we have received a proposal from a university for a costs-only clinical investigation of our nutrition formula, which we hope to conduct in future if we have available capital. Additionally, we are curating a growing compilation of clinical studies relating to the other nutritional ingredients in our beverages, particularly lagerstroemia speciosa and chromium picolinate. As time and resources permits, we endeavor to post the research we compile regarding all the ingredients in our products at our product information website (glucodown.com/clinical-data) and/or provide links to relevant clinical studies, many of which are archived at the National Institutes of Health, National Library of Medicine website. The information contained on, or that can be accessed through, our websites are not part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

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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 two of our five key suppliers and delays in raw materials shipments from four of our five raw materials suppliers in the prior fiscal year, which impacted our finished goods inventory in the current period. In addition, we depend upon single suppliers for some of our key ingredients such as our soluble fiber. If a single supplier is unable to source raw materials, it could cause production delays and significantly disrupt our business. As we believe both raw material 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 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: (1) its nutritional attributes and (2) 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 Diabetic 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 of 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.

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 as a beverage meant to be evaluated by consumers also based upon delicious taste. Additionally, a number of dietary fiber supplements are “insoluble” dietary fiber which does not possess the gel-like properties of soluble fiber, which helps to 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, including (1) statements of nutritional support and (2) first-to-market status in our category segment.

As a consequence of the physiological impacts on the human body of the soluble 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 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 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. This absence of leading beverage companies offers a first-to-market opportunity for small beverage companies, including our Company, to launch soluble fiber infused, healthier soft drinks, and to potentially gain brand recognition and meaningful distribution.

Intellectual Property

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

GLUCODOWN® and FIBER UP® are registered trademarks 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.

We have a patent pending "Compositions and Methods for Metabolic Health" currently before the USPTO. This patent pending relates to a composition of soluble fiber (specifically resistant dextrin), corosolic acid extracted from lagerstroemia speciosa (the Banaba plant) and chromium picolinate. The purpose of the composition is the nutritional maintenance of metabolic health. 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. Our patent is currently pending and is a provisional patent, but if granted, as a utility patent, it generally permits its owner to exclude others from making, using, or selling the invention for a period of up to twenty years from the date of the non-provisional patent application filing, subject to the ~~penny~~payment of maintenance fees.

However, any 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 currently have the following registered trademarks:

GLUCODOWN® registered USPTO trademark filed November 6, 2017.

FIBER UP® registered USPTO trademark, filed September 10, 2020.

Patent Pending

We have one pending patent application in the United States for "Compositions and Methods for Metabolic Health", which was filed on December 27, 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 clinical studies relating to the ingredients in our products. The clinical studies we compile are nutritional investigations which evaluate how our ingredients impact the structure or function of the human body. This compilation is the foundation of our compliance in substantiating the truthfulness of our claims, consistent with FDA guidance.

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 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 - Impact of COVID-19 Pandemic” and “Risk Factors” section.

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)*

*Directors*
Murray Fleming	59	Director*
Robert Sipper	68	Independent Director Nominee**
William Sipper	55	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.”

**Robert Sipper and William Sipper 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.

We intend to appoint a third independent director to our board of directors immediately upon the effectiveness of the registration statement of which this prospectus forms a part.

Executive Officers, Director & 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.

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.

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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 and William Sipper, nominees to our Board of Directors will qualify as “independent directors” as defined by Nasdaq listing standards. We also intend to appoint a third independent director. 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 nominees Robert Sipper and William Sipper, upon their appointment to our Board of Directors, and a third independent director, whom we intend to appoint. 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 ~~rules.~~ option plans.

The Compensation Committee will be comprised of nominees Robert Sipper and William Sipper, upon their appointment to our Board of Directors. Our Board of Directors has determined that Robert Sipper and William Sipper 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.

Nominations to the Board of Directors

Under Nasdaq listing standards, director nominees may be selected, or recommended for the Board of Director's selection, by independent directors constituting a majority of the Board of Directors's independent directors in a vote in which only independent directors participate.

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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 Accounting Officer) during fiscal years 2021 and 2020.

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Options

Awards

($)

All Other

Compensation

($)

Total

($)

Murray Fleming,

2021

24,000(1)

24,000

CEO/CFO

2020

(1)

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.”

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

On July 1, 2021, the Company entered into a consulting agreement with 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 revised consulting agreement with 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.

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.

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 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 over 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 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 over 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) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. Applicable percentage ownership before the offering is based on the 13,848,630 shares of Common Stock and 3,780,002 shares of Preferred Stock convertible to common stock, outstanding as of March 31, 2022. Applicable percentage ownership after the offering is based on the sale of [*] shares of Common Stock and [*] shares of Preferred Stock and convertible to Common Stock, and no exercise of the underwriter’s over-allotment option to purchase [*] shares of Common Stock. 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 Jemapete (1)		3,685,334		21	%	[*]	%
Edmund Burke (2)		3,433,334		19	%	[*]	%

Officers and Directors
Murray Fleming		765,000		4	%	[*]	%
Robert Sipper*		0		0	%	[*]	%
William Sipper*		0		0	%	[*]	%
Hal Kravitz**		0		0	%	[*]	%
John Fieldly**		0		0	%	[*]	%
Total of Officers and Directors		765,000		4	%	[*]	%

(1) Includes 2,250,000 shares of common stock and 1,433,334 shares of common stock, which are issuable upon conversion of 1,066,667 shares of Series B Preferred Stock, 216,667 shares of Series C Preferred Stock, 50,000 shares of Series D Preferred Stock, and 100,000 shares of Series E Preferred Stock.

(2) Includes 2,000,000 shares of common stock and 1,433,334 shares of common stock, which are issuable upon the conversion of 1,066,667 shares of Series B Preferred Stock, 216,667 shares of Series C Preferred Stock, 50,000 shares of Series D Preferred Stock, and 100,000 shares of Series E Preferred Stock.

*nominee director

**resigned March 14, 2022

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DESCRIPTION OF SECURITIES

General

The following description of our Common Stock 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 Stock

Our Amended and Restated Certificate of Incorporation authorizes us to issue up to 50,000,000 shares of stock, consisting of (i) 40,000,000 shares of common stock, $0.001 par value per share, (ii) 10,000,000 shares of preferred stock (the “Preferred Stock”), $0.001 par value per share, among which 1,000 shares are designated as Series A Voting Preferred Stock, 3,466,668 shares are designated as Series B Preferred Stock, 866,668 shares are designated as Series C Preferred Stock, 300,000 shares are designated as Series D Preferred Stock, and 480,000 shares are designated as Series E Preferred Stock.

As of March 31, 2022, we had 13,848,630 shares of Common Stock outstanding and 3,781,002 shares of Preferred Stock outstanding. 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.

In order to meet the listing standards of the Nasdaq, which include a minimum stock price, prior to consummation of this offering, we plan to effect a reverse stock split.

Common Stock

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.

Series A Voting Preferred Stock

As of March 31, 2022, there are 1,000 shares of Series A Voting Preferred Stock 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/CFO 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 March 31, 2022, there are 2,133,334 shares of Series B Preferred Stock outstanding. 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 commencing on July 1, 2019.

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 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

As of March 31, 2022, there are 866,668 Series C Preferred Stock outstanding. 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 commencing on July 1, 2020.

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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 March 31, 2022, there are 300,000 Series D Preferred Stock 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 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 March 31, 2022, there are 480,000 Series E Preferred Stock outstanding. 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 $2.00 per share per year, payable quarterly commencing on April 1, 2021.

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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The following summary of certain terms and provisions of the Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Warrant for a complete description of the terms and conditions of the Warrants.

Duration and Exercise Price. Each Warrant offered hereby will have an initial exercise price per share equal to $[*]. The Warrants will be immediately exercisable and will expire on the [*] anniversary of the original issuance date. The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price. The Warrants will be exercisable immediately upon issuance, will be issued separately from the Common Stock and may be transferred separately immediately thereafter. A Warrant to purchase one share of our Common Stock will be issued for every share of Common Stock purchased in this offering.

Exercisability. The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. No fractional shares of Common Stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will round down to the next whole share.

Cashless Exercise. If, at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may ~~have difficulty selling those~~elect instead to receive upon such exercise (either in whole or in part) the net number of shares ~~because~~of Common Stock determined according to a formula set forth in the Warrants.

Transferability. Subject to applicable laws, a Warrant in book entry form may be transferred at the option of the holder through the facilities of the Depository Trust Company and Warrants in physical form may be transferred upon surrender of the Warrant to the Warrant Agent together with the appropriate instruments of transfer. Pursuant to a warrant agency agreement between us and the Warrant Agent, the Warrants initially will be issued in book-entry form and will be represented by one or more global certificates deposited with The Depository Trust Company (“DTC”) and registered in the name of [*], a nominee of DTC, or as otherwise directed by DTC.

Exchange Listing. There is no established public trading market for the Warrants. We intend apply for listing of the Warrants that are part of the Units offered hereby on the Nasdaq under the symbol “GLUCW.” No assurance can be given that our listing application will be approved.

Right as a Stockholder. Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Warrants.

Fundamental Transaction. In the event of any fundamental transaction, as described in the warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of common stock, then upon any subsequent exercise of a warrant, the holder will ~~probably~~have the right to receive as alternative consideration, for each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of common stock for which the warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the warrants have the right to require us or a successor entity to redeem the warrants for cash in the amount of the Black Scholes Value (as defined in each warrant) of the unexercised portion of the warrants concurrently with or within [30 days] following the consummation of a fundamental transaction. However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the warrant, that is being offered and paid to the holders of our common stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our common stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.

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Representative’s Warrants

Upon the closing of this offering, there will be up to [*] shares of Common Stock issuable upon exercise of the representative’s warrants. See “Underwriting-Representative’s Warrants” below for a description of the representative’s warrants.

Listing

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

Holders

As of March 31, 2022, there were 13,848,630 shares of Common Stock outstanding, which 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

Our Certificate of Incorporation provides that the Board is classified into three classes of directors of approximately equal size. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at three or more annual meetings. Furthermore, because the Board is classified, directors may be removed only with cause by a majority of our outstanding shares.

In addition, the Certificate of Incorporation does not provide for cumulative voting in the election of directors. Our authorized but unissued Common Stock and preferred stock are 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 and preferred 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 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 federal courts instead having jurisdiction over such claims. Pursuant to Section 22 of the Securities Act, concurrent jurisdiction is created for federal and 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 Incorporation upon effectiveness of this registration statement to unambiguously provide that such exclusive forum provisions would not 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 have [*] outstanding shares of our Common Stock, calculated as of [*], 2022, assuming no exercise of outstanding options or warrants, and no sale of shares reserved for the underwriter for over-allotment allocation, if any.

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Sale of Restricted Securities

The shares of our 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 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 our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage in unlimited re-sales of such securities.

Shares received by our affiliates in this offering or upon exercise of stock options or 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 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 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 and Warrants 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 and Warrants.”

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 and Warrants

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 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 and Warrants

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 ~~penny~~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 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 example, by properly certifying your non-U.S. status on an IRS Form W-8BEN or 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 “substantial United States owners” or (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 Units as described in this prospectus through the underwriters named below. EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) 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 Units listed next to its name in the following table.

Underwriters

Number of

Units

EF Hutton, division of Benchmark Investments, LLC

[*]

Total

The underwriting agreement provides that the underwriters must buy all of the Units if they buy any of them. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Common Stock and the Warrants are immediately separable and will be issued separately in this offering. However, the underwriters are not required to take or pay for the Units covered by the underwriters’ option to purchase additional shares of Common Stock and/or Warrants as described below. Our shares of Common Stock and Warrants are offered subject to a number of conditions, including:

	·	receipt and acceptance of our shares of Common Stock and Warrants underlying the Units 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 Units

We have granted the underwriters an option to buy up to an aggregate of [*] additional shares of Common Stock and/or [*] additional Warrants to purchase up to [*] share 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

Units 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 Units sold by the underwriters to securities dealers may be sold at a discount of up to $ per Unit from the public offering price. The underwriters may offer the shares through one or more of their affiliates or selling agents. If all the Units 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 Unit
Public offering price	$	[*]
Underwriting discounts and commissions⁽¹⁾	$	[*]
Proceeds, before expenses, to us	$	[*]

(1) We have agreed to allow the Representative an underwriting discount of 8.0% of the gross proceeds of this offering.

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We have agreed to pay EF Hutton’s out-of-pocket accountable expenses, including EF Hutton’s legal fees, up to a maximum amount of $229,500, irrespective of whether the offering is consummated. We have paid $50,000 to EF Hutton as an advance to be applied towards reasonable out-of-pocket 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 one percent (1%) of the gross proceeds of the offering shall be provided to EF Hutton for non-accountable expenses.

We estimate that the total expenses of the offering payable by us, not including the underwriting discount, will be approximately $☑. We have also agreed to reimburse the underwriters for certain expenses incurred by them.

Representative’s Warrants

We have agreed to issue warrants to the representative to purchase a number of shares of Common Stock equal to 4% of the total number of shares sold in this offering at an exercise price equal to 120% of the public offering price of the Units 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 not exercisable or convertible for more than 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 and unlimited “piggyback” registration rights with respect to the registration of the shares of common stock ~~rules.~~

~~Executive Compensation~~

~~Any~~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 may be 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 ~~our officers, directors,~~the Representative and ~~management personnel~~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).

Right of First Refusal

We have also granted EF Hutton an irrevocable right of first refusal for a period of twelve (12) months after the date that this offering is completed, to act as sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, during such twelve (12) month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to EF Hutton for such transactions.

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 ~~be determined~~also provide us, from time to time, ~~by our Board~~financial and M&A advisory services in the ordinary course of ~~Directors. As~~business for which they may receive customary fees and commissions.

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Lock-up Agreements

The Company, each of ~~March 18, 2009,~~ our directors and ~~officers are not paid any compensation. They are nevertheless reimbursed for their reasonable expenses incurred upon presentation 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~~officers, and our ~~other executive officers~~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 otherwise dispose of our Common Stock or any securities convertible into or exchangeable or exercisable for ~~the period from March 27, 2007 (inception)~~Common Stock, or to ~~December 31, 2008. Our Board of Directors may adopt an incentive stock option plan for our executive officers 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 and Termination of Employment.~~ ~~We do not anticipate that we will~~ enter into any ~~employment contracts with~~hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of the shares of our ~~employees.~~ 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 ~~no plans or arrangements~~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 ~~remuneration~~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 ~~that~~ may ~~be received by~~in the future receive, customary fees and commissions for these transactions.

Stock Exchange

We intend to apply for listing of our ~~executive officers to compensate such officers~~Common Stock and Warrants on the Nasdaq under the symbols “GLUC” and “GLUCW.” 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 ~~termination~~our shares of ~~employment (as~~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 “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 Common Stock or preventing or retarding a decline in the market price of our Common Stock. As a result of ~~resignation~~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 ~~retirement)~~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.

~~Outstanding Equity Awards.~~ As 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 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 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 amended) (the "FIEL") has been made or will be made with respect to the 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 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 Common Stock may not be circulated or distributed, nor may the shares of 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 of Glucose Health, as of December 31, ~~2008,~~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 included in reliance upon such report, given on the ~~following named executive officers had~~authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the ~~following unexercised options, stock~~SEC a registration statement on Form S-1 under the Securities Act with respect to the Units (shares of Common Stock and Warrants) 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 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 ~~vested,~~part of this prospectus, 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~~you should not ~~have any securities authorized for issuance under any equity compensation plan.~~

~~Stock Options/SAR Grants. No grants~~consider the contents of ~~stock options or stock appreciation rights were made since~~ our ~~date of incorporation on March 27, 2007.~~

~~Long-TermIncentive Plans. There are no arrangements or plans~~website in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paidmaking an investment decision with respect to our ~~directors or executive officers.~~

~~Director Compensation.~~ ~~Our directors received the following compensation for their service as directors during the period from March 27, 2008, our date 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~~

~~The financial statements required are presented in the following order:~~

Common Stock.

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INDEX TO FINANCIAL STATEMENTS

		PAGE
Interim Financial Statements for the Three Months Ended March 31, 2022 (unaudited)
Balance Sheets as of March 31, 2022, and December 31, 2021		F-2
Statements of Operations for the three months ended December 31, 2022, and 2021		F-3
Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2022, and 2021		F-4
Statements of Cash Flows for the three months ended December 31, 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-19

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-20

~~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-21

	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-22
	Notes to Financial Statements	25	F-23

F-1

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~~Report~~

GLUCOSE HEALTH, INC.

BALANCE SHEETS

ASSETS
	March 31,			December 31,
	2022			2021
CURRENT ASSETS
Cash	$	641,061		$	752,402
Accounts receivable, net of allowance for doubtful accounts of $10,742 and $10,742, respectively		36,451			29,435
Inventory		251,642			267,861
Prepaid expenses		0			103,114
Total current assets		929,154			1,152,812

Other Assets
Website domains		3,295			3,295
Intellectual assets, net of accumulated
amortization of $300		0			0

TOTAL ASSETS	$	932,449		$	1,156,107

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,071		$	9,555
Total current liabilities		2,071			9,555

TOTAL LIABILITIES		2,071			9,555

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, Series A, $0.001 par value, 1,000 shares authorized,
1,000 shares issued and outstanding as of
March 31, 2022 and December 31, 2021, respectively		1			1
Preferred stock, Series B, $0.075 stated value, 3,466,668 shares authorized,
2,133,334 shares and 2,133,334 shares issued and outstanding as of
March 31, 2022 and December 31, 2021, respectively		2,133			2,133
Preferred stock, Series C, $0.075 stated value, 866,668 shares authorized,
866,668 shares issued and outstanding as of
March 31, 2022 and December 31, 2021, respectively		867			867
Preferred stock, Series D, $1.00 stated value, 300,000 shares authorized,
300,000 shares issued and outstanding as of
March 31, 2022 and December 31, 2021, respectively		300			300
Preferred stock, Series E, $2.00 stated value, 480,000 shares authorized,
480,000 shares and 480,000 shares issued and outstanding as of
March 31, 2022 and December 31, 2021, respectively		480			480
Common stock, $0.001 par value, 40,000,000 shares authorized,
13,848,630 and 13,848,630 shares issued and outstanding as of
March 31, 2022 and December 31, 2021, respectively		13,849			13,849
Additional paid in capital		8,831,233			8,831,233
Accumulated deficit		(7,918,484	)		(7,702,310	)
Total stockholders' equity		930,378			1,146,552

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	932,449		$	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

FOR THE THREE MONTHS ENDED MARCH 31,

	2022			2021

REVENUE, NET	$	213,813		$	237,465

COST OF REVENUES
Cost of revenues		90,719			134,251

GROSS PROFIT		123,094			103,214

OPERATING EXPENSES
Selling and marketing		210,030			56,134
General and administrative		34,547			11,879
Professional fees		69,566			23,376
Total operating expenses		314,143			91,389

INCOME (LOSS) FROM OPERATIONS		(191,049	)		11,825

OTHER INCOME (EXPENSE)
Interest income (expense)		0			(1,402	)
Total other expense		0			(1,402	)

INCOME (LOSS) BEFORE INCOME TAXES		(191,049	)		10,423

PROVISION FOR (BENEFIT FROM) INCOME TAXES		0			0

NET INCOME (LOSS)	$	(191,049	)	$	10,423

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		13,848,630			11,627,949

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

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS – BASIC AND DILUTED	$	(0.02	)		(0.00	)

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

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GLUCOSE HEALTH, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

	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, 2020		1,000	$	1		4,633,336	$	4,634		11,627,949	$	11,628	$	7,452,555	$	(7,263,963	)	$	204,855

Dividends to preferred stock holders		-		-		-		-		-		-		-		(22,069	)		(22,069	)

Shares issued for cash received		-		-		480,000		480		-		-		959,520		-			960,000

Net income		-		-		-		-		-		-		-		10,423			10,423

Balance - March 31, 2021		1,000	$	1		5,113,336	$	5,114		11,627,949	$	11,628	$	8,412,075	$	(7,275,609	)	$	1,153,209

Balance - December 31, 2021		1,000	$	1		3,780,002	$	3,780		13,848,630	$	13,849	$	8,831,233	$	(7,702,310	)	$	1,146,552

Dividends to preferred stock holders		-		-		-		-		-		-		-		(25,125	)		(25,125	)

Net loss		-		-		-		-		-		-		-		(191,049	)		(191,049	)

Balance - March 31, 2022		1,000	$	1		3,780,002	$	3,780		13,848,630	$	13,849	$	8,831,233	$	(7,918,484	)	$	930,378

(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.

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

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GLUCOSE HEALTH, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31,

	2022			2021
OPERATING ACTIVITIES:
Net loss	$	(191,049	)	$	10,423

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Common stock issued for services		103,114			0
Change in assets and liabilities
(Increase) decrease in accounts receivable		(7,016	)		(38,135	)
(Increase) decrease in inventory		16,219			(9,879	)
Increase (decrease) in accounts payable and accrued expenses		(7,484	)		(27,604	)
Total adjustments		104,833			(75,618	)
Net cash provided by (used in) operating activities		(86,216	)		(65,195	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		0			0

CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to preferred stockholders		(25,125	)		(22,069	)
Proceeds from preferred stock		0			960,000
Net cash provided by (used in) financing activities		(25,125	)		937,931

NET INCREASE (DECREASE) IN CASH		(111,341	)		872,736
CASH - BEGINNING OF PERIOD		752,402			69,151

CASH - END OF PERIOD	$	641,061		$	941,887

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	0		$	1,402
Cash paid for income taxes	$	0		$	0

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

F-5

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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.

~~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. Our issued and outstanding common shares are 13,848,630 and our issued and outstanding preferred shares are 3,781,002. Each previously issued and outstanding share of Series D preferred stock was reverse split, ten for one, and all share references herein have been retrospectively modified to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but notaccount for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 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 for the year ended December 31, 1008 and period March 27, 2007 (Inception) through December 31, 2007 in conformity with U.S. generally accepted accounting principles.

reverse split.

Going Concern

The accompanying financial statements have been prepared assuming ~~that~~ the Company will continue as a going ~~concern. As discussed~~concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in ~~Note 1 to~~ the ~~financial statements,~~normal course of business. At March 31, 2022, the Company had an accumulated deficit of $7,918,484. For the three months ended March 31, 2022, the Company recognized a net loss of $191,049 and had net cash used in operating activities of $86,216. 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 form 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~~three months ended March 31, 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,~~three months ended March 31, 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.~~

Form S-1 registration statement filed herein.

~~NOTE 2-~~	~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~
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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~~

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 at March 31, 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~~ At March 31, 2022, and December 31, 2021, $391,061 and $502,402, 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 March 31, 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~~executed a non-recourse receivables financing agreement with Citibank whereby receivables due to the Company are assumed from a large customer by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the supplier agreement with the large customer, subject to a fixed ~~assets at this point. Any fixed assets acquired in the future will be~~interest premium based upon LIBOR.

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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. At March 31, 2022, the Company had total inventory of ~~maintenance~~$251,642 consisting of raw materials inventory of $117,525, unfinished goods (packaging) inventory of $25,925, finished goods of $108,192, and ~~repairs will~~no allowance for obsolescence. 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.

Prepaid Expenses

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

prepaid expenses. At March 31, 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~~three months ended March 31, 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.~~

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.

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Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 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. When our customer is a retailer customer, we are in receipt of ~~return does exist~~purchase orders which, upon our acceptance, are binding contracts to deliver our products and invoice for payment. The purchase orders we receive from retailer customers set forth the price we are to invoice for our products upon satisfaction of the performance obligations set forth in the purchase order. When a ~~small period subsequent~~retailer’s carrier picks up our product, at a designated shipping point, legal transfer of ownership occurs upon our receipt of a signed bill of lading, from the retailer’s carrier (FOB Shipping Point). When the designated shipping point is our contracted warehouse, we consider our shipping and handling activities to be fulfillment and not promised services creating a performance obligation under ASC 606. Upon the receipt of the signed bill of lading, we then proceed to invoice the retailer customer and recognize revenue. For retailer customers whose purchase orders require shipment of product to their warehouse using our designated carrier, legal transfer of ownership occurs upon our receipt of confirmation of delivery to the retailer’s warehouse, from our carrier (FOB Destination). We also consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we invoice the retailer customer and recognize revenue.

Certain of our retailer customers may also require separate supplier agreements covering additional terms of service. All our retailer customer supplier agreements are final sale. All our retailer customer supplier agreements provide for discounts for early payment. To the extent these early payment discounts are material, we account for them as a reduction in transaction price. Certain of our retailer customers have implemented policies deriving from their terms of service, which result in an array of supplier penalties, fees, and chargebacks being assessed against us (all suppliers). We vigorously dispute such penalties, fees and chargebacks through formal claims processes administered by our retailer customers and with our 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.

Certain of our retailer customers offer marketing incentive programs such as participation in flyers, coupons or rebates, or the ability for us to implement such programs. Our accounting policy is to consider these expenses a reduction in transaction price. We have not yet participated in these programs.

When we sell our products directly to an end-user customer, following payment by the end-user customer, legal transfer of ownership occurs upon delivery by our designated carrier (FOB Destination). We consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we recognize revenue.

When we sell our products directly to an end-user customer our terms are final sale. However, in the case of sales through at an online retailer, we are the seller (not a supplier to the online retailer) with fulfillment/customer service provided by the online retailer as our agent. The online retailer’s refund policy is 30 days. To the extent they are material, we account for refunds as a reduction in transaction price.

We have utilized end-user customer marketing incentive programs on a limited basis and to the extent material, 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 $149,447 and $12,529 for the three months ended March 31, 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 our common stock. We value the issuance of common stock to pay for advertising based upon the closing quotation by OTC Markets on the day we consummate the advertising contract. As a consequence of the volatility of our stock price, the costs of our advertising may also be volatile. We amortize the value of the contract as we use the advertising services.

Share Based Compensation

The Company may issue restricted stock to officers, directors, or employees for their ~~have been no refunds since inception.~~

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.

(Loss) Income Per Share of Common Stock

Basic net ~~loss~~loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and ~~warrants.~~convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented.

~~BIO-SOLUTIONS CORP.~~

The Company had potential dilutive securities outstanding at March 31, 2022, and 2021, as follows.

	Potential Additional Shares of Common Stock:
Potential Dilutive Securities:	2022		2021
Preferred stock		3,780,002		7,813,336
Warrants		-		1,800,000
Convertible debt		-		10,196,124
Total		3,780,002		19,809,460

The Company had total fully diluted shares of common stock (potential dilutive securities outstanding plus issued securities outstanding) of 17,628,632 and 33,658,090 at March 31, 2022, and 2021, respectively.

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 quarter ended March 31, 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 March 31, 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	stated value $0.075
Shares Series C preferred stock	866,668	stated value $0.075
Shares Series D preferred stock	300,000	stated value $1.00
Shares Series E preferred stock	480,000	stated value $2.00

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Preferred Stock

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.

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 $1.00 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.

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 $2.00 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.

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During the three months ended March 31, 2022, and 2021, total dividends paid were $25,125 and $22,069, respectively.

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 $0.015 per share, the fixed conversion price stated in the note (see Note 4).

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 and June 2020, the Company issued 197,347 and 200,000 shares, respectively, of unregistered common stock to a corporation for advertising services to be rendered. These shares were valued at $412,455 and $83,980, respectively, and were amortized over the period of the annual advertising contract as prepaid advertising expense.

Warrants outstanding

During the year ended December 31, 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%.

On March 14, 2022, we requested and received the resignations of our two independent directors. On March 21, 2022, our third independent director voluntarily resigned. Each independent director held 600,000 warrants. All 1,800,000 warrants were cancelled by the Company on March 22, 2022.

A summary of the status of the Company’s warrant grants as of March 31, 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, March 31, 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, March 31, 2022		-		$	-

Warrants exercisable at March 31, 2022		-		-

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NOTE 4 - NOTES PAYABLE

Notes payable, related party:

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.

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, 2019. During the first quarter of 2019, an additional $15,000 was borrowed pursuant to an amended and restated debt agreement, bringing the unpaid principal balance to $75,000 at December 31, 2019. During the year ended December 31, 2020, the note was repaid in 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 a fixed conversion price of $0.015. During the year ended December 31, 2020, the note was repaid in full and retired.

During December 2013, the Company issued a $5,000 convertible note to an individual which was later assigned to a corporation. The 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 May 4, 2020 (Note 3) and 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 $0.009. During the year ended December 31, 2020, the note and accrued interest was settled with a payment of $20,000 resulting in a loss on debt settlement of $14,370.

Accrued Interest

At March 31, 2022, and 2021, there was no accrued interest outstanding.

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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 three months ended March 31, 2022, and 2021 assumes a 21% effective tax rate for federal income taxes. The Company did not identify any uncertain tax positions.

At March 31, 2022, and 2021, the Company had approximately $1,724,000 and $1,611,000, 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 three months ended March 31, 2022, and 2021 consist of the following:

	2022			2021
Net operating loss carryforwards	$	1,724,310		$	1,611,310
Temporary differences		-			(8,000	)
Permanent differences		(22,000	)		6,000
Valuation allowance		(1,702,310	)		(1,609,310	)

Significant components of the Company’s deferred tax assets as of March 31, 2022, and 2021 are summarized below.

	2022			2021
Federal tax statutory rate		20.9	%		19.2	%
Temporary differences		0.0	%		76.8	%
Permanent differences		-11.5	%		-57.6	%
Valuation allowance		-9.4	%		-38.4	%
Effective rate		0.0	%		0.0	%

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 $103,000 and $90,000 during the three months ending March 31, 2022, and 2021, respectively.

To the 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 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.

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NOTE 7 - REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE

At March 31, 2022, the Company has 0 retailer customers whose revenue individually represents more than 10% of the Company’s total revenues and 1 retailer customer whose accounts receivable represents more than 10% ($8,939) of the Company’s accounts receivable. The Company assessed the credit worthiness of its retailers customers during the period ended March 31, 2022, and at December 31, 2021, and determined a $10,742 and $10,742 allowance for accounts receivable impairment is required, respectively.

NOTE 8 - RECOVERY OF RETAILER CHARGEBACKS

During the year ended December 31, 2020, the Company recognized $181,450 of recovery of retailer chargebacks.

NOTE 9 - RELATED PARTY TRANSACTIONS

NOTE 10 - 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 April 1, 2022, we entered into a revised consulting agreement with 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.

On May 6, 2022, we issued invoices totaling $225,766.80 pursuant to fulfilling purchase orders for shipments of GLUCODOWN® for stocking at a new retailer.

On August 1, 2022, the Company and Cascadia Managing Brands, LLC mutually agreed to terminate their February 1, 2022 consulting agreement and on the same date, the Company entered into director’s agreements with William Sipper and Robert Sipper, with each agreeing to serve as an independent director immediately upon the effectiveness of the registration statement we filed on Form S-1. In consideration of the director’s agreements, 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.

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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 February 6, 2022.

Spokane, Washington

May 2, 2022

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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			0
Total current assets		1,152,812			341,321

Other Assets
Website domains		3,295			3,295
Intellectual assets, net of accumulated amortization of $300		-			0

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

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	9,555		$	0
Accrued interest		0			27,604
Convertible note payable, related party		0			112,157
Total current liabilities		9,555			139,761

TOTAL LIABILITIES		9,555			139,761

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, 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
Preferred stock, 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
Preferred stock, 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
Preferred stock, Series D, $1.00 stated value, 300,000 shares authorized,
300,000 shares issued and outstanding as of
December 31, 2021 and 2020, respectively		300			300
Preferred stock, Series E, $2.00 stated value, 480,000 shares authorized,
480,000 shares and -0- shares issued and outstanding as of
December 31, 2021 and 2020, respectively		480			0
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		8,831,233			7,452,555
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
Uncollectible receivables		10,000			0
Directors Fees		0			440,694
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		0			(5,604	)
Recovery of retailer chargebacks		0			163,765
Loss on debt settlement		0			(14,370	)
Gain on forgiveness of accounts payable		0			15,042
Total other expense		(2,785	)		146,677

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

PROVISION FOR (BENEFIT FROM) INCOME TAXES		0			0

NET INCOME (LOSS)	$	(338,904	)	$	(477,678	)


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		766,668		$	767			11,201,785	$	11,202	$	6,563,782	$	(6,736,678	)	$	(160,927	)

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

Shares issued for cash received		-		-		3,866,668			3,867			-		-		361,133		-			365,000

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

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		4,633,336		$	4,634			11,627,949	$	11,628	$	7,452,555	$	(7,263,963	)		204,855

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

Shares issued for cash received		-		-		480,000			480			-		-		959,520		-			960,000

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

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

Shares issued for services		-		-		-			-			197,347		197		412,258		-			412,455

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

Balance - December 31, 2021		1,000	$	1		3,780,002		$	3,780			13,848,630	$	13,849	$	8,831,233	$	(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.

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		0			60
Allowance for doubtful accounts		10,000			0
Gain on forgiveness of accounts payable		0			(15,042	)
Warrants issued for services		0			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		0			(3,295	)
Net cash used in investing activities		0			(3,295	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes and loans payable		0			(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	$	0		$	0

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		$	0
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.

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 ~~basic~~the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues 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

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 are assumed from a large customer by Citibank and paid to the Company in a shorter period than otherwise provided for in accordance with the supplier agreement with the large customer, subject to a fixed interest premium based upon LIBOR.

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. When our customer is a retailer customer, we are in receipt of purchase orders which, upon our acceptance, are binding contracts to deliver our products and invoice for payment. The purchase orders we receive from retailer customers set forth the price we are to invoice for our products upon satisfaction of the performance obligations set forth in the purchase order. When a retailer’s carrier picks up our product, at a designated shipping point, legal transfer of ownership occurs upon our receipt of a signed bill of lading, from the retailer’s carrier (FOB Shipping Point). When the designated shipping point is our contracted warehouse, we consider our shipping and handling activities to be fulfillment and not promised services creating a performance obligation under ASC 606. Upon the receipt of the signed bill of lading, we then proceed to invoice the retailer customer and recognize revenue. For retailer customers whose purchase orders require shipment of product to their warehouse using our designated carrier, legal transfer of ownership occurs upon our receipt of confirmation of delivery to the retailer’s warehouse, from our carrier (FOB Destination). We also consider this fulfillment activity and not promised services creating a performance obligation. Upon receipt of confirmation of delivery from our carrier, we invoice the retailer customer and recognize revenue.

Certain of our retailer customers may also require separate supplier agreements covering additional terms of service. All our retailer customer supplier agreements are final sale. All our retailer customer supplier agreements provide for discounts for early payment. To the extent these early payment discounts are material, we account for them as a reduction in transaction price. Certain of our retailer customers have implemented policies deriving from their terms of service, which result in an array supplier penalties, fees, and chargebacks being assessed against us (all suppliers). We vigorously dispute such penalties, fees and chargebacks through formal claims processes administered by our retailer customers and with our 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.

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 our common stock. We value the issuance of common stock to pay for advertising based upon the closing quotation by OTC Markets on the day we consummate the advertising contract. As a consequence of the volatility of our stock price, the costs of our advertising may also be volatile. We amortize the value of the 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.

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(Loss) Income Per Share of Common Stock

Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented.

The Company had potential dilutive securities outstanding at December 31, 2021, and 2020, as follows.

	Potential Additional Shares of Common Stock:
Potential Dilutive Securities:	2021		2020
Preferred stock		6,480,002		7,333,336
Warrants		1,800,000		1,800,000
Convertible debt		-		10,196,091
Total		8,280,002		19,329,427

The Company had total fully diluted shares of common stock (potential dilutive securities outstanding plus issued securities outstanding) of 22,128,632 and 34,088,180 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	stated value $0.075
Shares Series C preferred stock	866,668	stated value $0.075
Shares Series D preferred stock	300,000	stated value $1.00
Shares Series E preferred stock	480,000	stated value $2.00

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 on~~ the ~~Company’s results~~right to vote. Each share of ~~operations or financial position.~~

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

~~NOTE 3-~~

~~STOCKHOLDERS’ EQUITY (DEFICIT)~~

~~The Company was established with~~Series B 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 ~~a private placement for $136,650.~~

~~During~~ the ~~period July 1, 2008 through September 30, 2008~~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 ~~raised $82,662 through~~and at a time of its choosing, to redeem or convert to common shares, any or all of the ~~sale of 421,502~~ shares of ~~common stock.~~

~~In October 2008~~ the Company entered into agreements with consultants that performed services for the Company. At that time, the Company issued the consultants 1,550,000 shares of common stock valued at $.20 per share (the value the Company received cash for their shares at the same time). The value of $310,000 is reflected in the statements of operations forSeries B Preferred Stock.

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

~~The Company in December 2008 issued 1,041,348~~2021, two Series B Preferred Stockholders elected to convert their 666,667 shares of ~~stock in conversion~~Series B Preferred Stock into common shares. Accordingly, a total of ~~$125,000 of notes payable (approximately $.12 per share).~~

~~As of December 31, 2008, the Company has 12,299,350~~1,333,334 Series B Preferred Stock were canceled and 1,333,334 shares of common stock were issued.

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Series C Preferred Stock

During the time that any shares of Series C Preferred Stock are issued and ~~outstanding.~~

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

~~NOTE 4-~~

~~RELATED PARTY TRANSACTIONS~~

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 ~~conducts business with another company owned by an officer~~has the right, in the sole and absolute discretion of the ~~Company.~~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.

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 $2.00 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 ~~purchases goods and uses office space~~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.

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 ~~company’s offices. The~~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 ~~is currently being charged rent on~~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 ~~month~~corporation for conversion of $2,000 principal and $1,392 accrued interest related to ~~month basis. For~~a note. These unregistered shares were valued at $0.015 per share, the fixed conversion price stated in the note (see Note 4).

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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

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 ~~period March 27, 2007 through December 31, 2007,~~average life of the ~~Company incurred $89,820 and $73,900, respectively in inventory and other expenses to this company and $7,882 and $2,933 in rent. Approximately $11,905~~warrants is ~~owed to this company~~.65 years at December 31, ~~2008 which~~2021. A summary of the status of the Company’s warrant grants as of December 31, 2021, and 2020 and the changes during the periods then ended is ~~included in accounts and accrued expenses payable.~~

~~The~~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 ~~was advanced $3,967 from officers during~~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, ~~2008. These~~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 ~~are short-term~~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 ~~nature as they are due on demand,~~full by issuing 690,000 shares (Note 3) and $105,950 in cash and retired.

Convertible notes payable:

During November 2017, the Company ~~has not been charged interest.~~and a corporation entered into a debt agreement. The ~~Company anticipates repayment~~agreement bore interest at 10% per annum and was originally due December 31, 2019. During the first quarter of ~~these advances within~~2019, an additional $15,000 was borrowed pursuant to an amended and restated debt agreement, bringing 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~~unpaid principal balance to $75,000 at December 31, 2019. 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.

Other notes payable:

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 $3,000 convertible note to an individual. 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, ~~on these notes and accrued $4,723 as~~has a fixed conversion price of ~~December 31, 2008. Interest expense for~~$0.015. During the year ended December 31, ~~2008 is $4,406.~~

~~NOTE 6-~~

~~MAJOR CUSTOMERS~~

~~93%~~2020, the note was repaid in full and ~~80%~~retired.

During December 2013, the Company issued a $5,000 convertible note to an individual which was later assigned to a corporation. The 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 ~~Company’s revenue~~issuance of common stock on May 4, 2020 (Note 3) and the note was ~~generated by four and three customers for~~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 $0.009. During the year ended December 31, ~~2008~~2020, the note and ~~period March 27, 2007 through~~accrued interest was settled with a payment of $20,000. Accordingly, a loss on debt settlement of $14,370 was recognized in the accompanying statement of operations.

Accrued Interest

At December 31, ~~2007, respectively that were~~2021, and 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 - REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE

For the fiscal 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 1 retailer customer whose revenue individually represents more than 10% ($227,128) of the Company’s ~~effective tax rate as~~total revenues and 1 retailer customer whose accounts receivable represents more than 10% ($8,939) of the Company’s accounts receivable. For the fiscal year ended December 31, 2020, the Company had 1 retailer customer whose revenue individually represents more than 10% ($194,409) of the Company's total revenues and 1 retailer customer whose accounts receivable individually represents more than 10% ($9,302). The Company assessed the credit worthiness of its retailer customers and determined a ~~percentage~~$10,742 and $742 allowance for accounts receivable impairment was required at December 31, 2021 and 2020, respectively.

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 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~~ Table of Contents

	Per Unit	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to the Company, before expenses⁽²⁾	$	$

	(1)	We have also agreed to issue warrants to purchase 4% of the number of shares of common stock sold in this offering to the representative of the underwriters in this offering, to reimburse the representative of the underwriters for certain expenses, and to provide a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the representative of the underwriters.

	(2)	The amount of offering proceeds to us presented in this table does not give effect to any exercise of the: (i) over-allotment option (if any) we have granted to the representative of the underwriters as described below and (ii) the warrants being issued to the representative of the underwriters in this offering.

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

DESCRIPTION OF SECURITIES		56

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		62

UNDERWRITING		67

LEGAL MATTERS		73

EXPERTS		73

WHERE YOU CAN FIND MORE INFORMATION		73

INDEX TO FINANCIAL STATEMENTS		F-1


9
~~Directors Executive Officers Promoters and Control Persons~~		10
~~Security Ownership~~Table of ~~Certain Beneficial Owners and Management~~ Contents

Issuer:	10 Glucose Health, Inc.

Securities Offered:	[ ] Units, each consisting of one share of Common Stock and one Warrant to purchase one share of Common Stock. The Units will not be certificated or issued in stand-alone form. The shares of our Common Stock and the Warrants comprising the Units are immediately separable upon issuance and will be issued separately; but will be purchased together in this offering.

Warrants Included in Units	The exercise price of the Warrants is $[ ] per share ([ ]% of the public offering price per Unit). Each Warrant is exercisable for one share of Common Stock. Each Warrant will be exercisable immediately upon issuance and will expire five years after the initial issuance date. The terms of the Warrants will be governed by a warrant agency agreement, dated as of the effective date of this offering, between us and Nevada Agency and Transfer Company as warrant agent. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Warrants. For more information regarding the warrants, you should carefully read the section titled “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

~~Our Business:~~		~~Our principal business address is 14517, Joseph Marc Vermette, Mirabel (Québec), Canada J7J 1X2. Our telephone number (888) 686-2611.~~ We are a manufacturer of a premix product for the poultry industry called Nutra-Animal. Nutra-Animal is an anti-oxidant containing wheat middlings, vitamin E, calcium carbonate, shrimp flour, sodium, selenite and fish oil.We have conducted studies that we believe demonstrate the positive impact of Nutra-Animal on growth and reinforcement of the immune system.

~~Our state of organization:~~		~~We were incorporated in Nevada on March 27, 2007~~.

~~Summary financial information:~~		~~The summary financial information set forth below is derived from the more detailed financial statements appearing elsewhere~~Securities” in this prospectus.

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~~representative of 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~~underwriters a 45-day option to ~~sell 5,600,000~~purchase up to [ ] additional shares of our Common Stock at a public offering price of $[ ] per share, less the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any.

Representative’s warrants:		We have agreed to issue to the representative warrants to purchase a number of shares of common stock equal in the aggregate to 4% 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 120% of the public offering price per share of common stock sold in this offering. The representative’s warrants will be exercisable at any time and ~~outstanding common stock.~~from time to time, in whole or in part, during the four and a half-year period commencing six (6) months from the commencement date of sales in this offering. The ~~selling stockholders have advised us that they will sell~~registration statement of which this prospectus forms a part also registers the shares of common stock issuable upon exercise of the representative’s warrants.

Common stock issued and outstanding before this offering (1):		13,848,630 Shares

Common stock issued and outstanding after the offering:		[ ] Shares, if the Warrants offered hereby are exercised in full.

Use of proceeds:		We estimate that the net proceeds to us from ~~time~~this offering will be approximately $ million, or approximately $ million if the underwriters exercise their over-allotment option in full, assuming an offering price of $ per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to ~~time~~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 intend to apply for listing of our Common Stock and Warrants on the Nasdaq under the symbols “GLUC” and “GLUCW.” Nasdaq listing standards include, among other things, a stock price threshold. In order to meet that threshold prior to the consummation of this offering, we intend to file a Certificate of Amendment to our Certificate of Incorporation to effect a reverse stock split of our Common Stock by a ratio within the range of one-for-[ ] (1-for-[ ]) to one-for-[ ] (1-for-[ ]).

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:		We, our directors, executive officers, and shareholders who own 5% or more of our outstanding Common Stock will agree with the underwriters not to offer for sale, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, in the ~~open market,~~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.

	·	[*] shares of ~~these methods, at market prices prevailing at~~our common stock issuable upon exercise of the ~~time~~Warrants to be issued as part of ~~sale, at prices related to~~ the ~~prevailing market prices, or at negotiated prices.~~Units;
	·	[*] shares of our common stock issuable upon exercise of the one-for-one (1-for-1) conversion option of our Series B, C, D and E preferred stock.

	2022			2021
	(UNAUDITED)

REVENUE, NET	$	213,813		$	237,465

COST OF REVENUES
Cost of revenues		90,719			134,251

GROSS PROFIT		123,094			103,214

OPERATING EXPENSES
Selling and marketing		210,030			56,134
General and administrative		34,547			11,879
Professional fees		69,566			23,376
Total operating expenses		314,143			91,389

INCOME (LOSS) FROM OPERATIONS		(191,049	)		11,825

OTHER INCOME (EXPENSE)
Interest income (expense)		-			(1,402	)
Total other expense		-			(1,402	)

INCOME (LOSS) BEFORE INCOME TAXES		(191,049	)		10,423

PROVISION FOR (BENEFIT FROM) INCOME TAXES		-			-

NET INCOME (LOSS)	$	(191,049	)	$	10,423

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		13,848,630			11,627,949

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

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS – BASIC AND DILUTED	$	(0.02)		$	(0.00)

	·	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		$
Sales and Marketing		$
GLUCODOWN®
FIBER UP®
Research and Development		$
GLUCODOWN®
FIBER UP®
General Corporate Purposes		$

Period	High		Low

Fiscal Year 2022:
First Quarter	$	2.04	$	1.09
Second Quarter
Third Quarter
Fourth Quarter

Fiscal Year 2021:
First Quarter	$	8.70	$	3.51
Second Quarter		4.55		2.09
Third Quarter		4.05		2.30
Fourth Quarter		2.49		1.42

Fiscal Year 2020:
First Quarter	$	0.13	$	0.08
Second Quarter		1.44		0.09
Third Quarter		1.80		1.00
Fourth Quarter		5.75		1.73

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	$	[*]
FINRA filing fee	$	[*]
Legal fees and expenses	$	[*]
Total	$	[*]


~~/s/ Gilbert Pomerleau~~			~~March 20, 2009~~
~~Gilbert Pomerleau~~
~~Principal Financial and Accounting Officer, Chief Financial Officer, Director~~

Signature	Title	Date

/s/ Murray Fleming	Chief Executive Officer	August 5, 2022
Murray Fleming	(principal executive officer) and Director

/s/Murray Fleming	Chief Financial Officer	August 5, 2022
Murray Fleming	(principal financial officer and principal accounting officer)


~~/s/ Gilles Chaumillon~~				~~March 20, 2009~~79
~~Dr. Gilles Chaumillon~~
~~Principal Executive Officer, President, Chief Executive Officer~~

~~/s/ Gilbert Pomerleau~~				~~March 20 , 2009~~
~~Gilbert Pomerleau~~
~~Principal Accounting Officer, Chief Financial Officer, Director~~

~~/s/ Ghislaine St-Hilaire~~				~~March 20, 2009~~
~~Ghislaine St-Hilaire~~
~~Vice-President, Secretary, Director~~

Glucose Health, Inc.

~~/s/ Gilles Chaumillon~~

~~March 20, 2009~~

~~Dr. Gilles Chaumillon~~

/s/ Murray Fleming

~~Principal Executive Officer, President,~~

Murray Fleming

Chief Executive Officer