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As filed with the U.S. Securities and Exchange Commission on June 1, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER ~~THE SECURITIES ACT OF 1933~~

AsTHE ~~filed with~~SECURITIES ~~the~~ACT ~~Securities~~OF ~~and Exchange~~1933

Commission on Registration NoGlucose Health, Inc. (Exact Name of Registrant as Specified in its Charter)

Bio-Solutions Corp.

Delaware

2833

90-1117742

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S Employer

Identification No.)

~~(Exact name~~609 ofSW ~~registrant~~8th ~~as specified in its charter)~~Street

Suite 600

~~Bio-Solutions Corp.~~Bentonville, AR 72712

~~14517, Joseph~~Phone: ~~Marc~~(479) ~~Vermette~~802-3827

~~Mirabel~~ (~~Québec)~~Address, ~~Canada~~including ~~J7J~~zip ~~1X2~~code, and telephone

~~Tel: (888)~~number, ~~686-2611~~including area code, of principal

~~(Name, Address~~executive ~~and Telephone Number of Agent for Service~~offices)

Murray Fleming

Chief Executive Officer

609 SW 8th Street

Suite 600

Bentonville, AR 72712

Phone: (479) 802-3827

(Address, including zip code, and telephone

number, including area code, of agent for service)

Copies to:

Michael J. Muellerleile, Esq.

Joseph M. Lucosky, Esq.		Ross Carmel, Esq.
Lawrence Metelitsa, Esq.		Carmel Milazzo & Feil LLP
Lucosky Brookman LLP		55 W 39^th Street
101 Wood Avenue South		18^th Floor
Woodbridge, New Jersey 08830		New York, NY 10018
(732) 395-4500		(212) 658-0458

M2Approximate ~~Law Professional~~date ~~Corporation~~of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.

~~500 Newport~~If ~~Center~~any ~~Drive,~~of ~~Suite~~the ~~800~~securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

~~Newport Beach~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~CA 92660~~please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Tel: (949) 706~~If this Form is a post-~~1470~~effective /amendment ~~Fax:~~filed pursuant to Rule 462(~~949~~c) ~~706-1475~~under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Approximate date~~If ofthis ~~proposed~~Form ~~sale~~is a post-effective amendment filed pursuant to Rule 462(d) under the ~~public:~~Securities ~~From~~Act, ~~time~~check tothe ~~time~~following ~~after~~box ~~this~~and list the Securities Act registration statement ~~becomes~~number of the earlier effective registration statement for the same offering. ☐

~~If this~~Indicate ~~Form~~by ischeck ~~filed~~mark towhether ~~register~~the ~~additional~~registrant ~~securities~~is ~~for~~a large accelerated filer, an ~~offering~~accelerated ~~pursuant~~filer, ~~to Rule~~a ~~462(b)~~non-accelerated ~~under~~filer, ~~the~~a ~~Securities~~smaller ~~Act~~reporting company, ~~please~~or ~~check~~an ~~the~~emerging ~~following~~growth ~~box~~company. ~~and~~See ~~list~~ the ~~Securities~~definitions ~~Act~~of ~~registration~~“large ~~statement~~accelerated ~~number~~filer,” of“accelerated ~~the~~filer”, ~~earlier~~“smaller ~~effective registration~~reporting ~~statement~~company”, ~~for~~and “emerging growth company” in Rule 12b-2 of the ~~same~~Exchange ~~offering~~Act. ~~[ ] _______~~

~~If this~~Large ~~Form~~accelerated isfiler a☐ ~~post-effective~~Accelerated ~~amendment~~filer ~~filed~~☐ ~~pursuant~~Non-accelerated tofiler ~~Rule~~☒ ~~462(c)~~Smaller ~~under~~Reporting ~~the Securities~~Company ~~Act,~~☒ ~~check~~Emerging ~~the~~growth ~~following~~company ~~box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _______~~☒

If ~~this~~ ~~Form~~an isemerging agrowth ~~post-effective~~company, ~~amendment~~indicate ~~filed~~by ~~pursuant~~check tomark ~~Rule~~if ~~462(d)~~the ~~under~~registrant ~~the Securities~~has ~~Act,~~elected ~~check~~not to use the ~~following~~extended ~~box~~transition ~~and~~period ~~list~~for ~~the~~complying ~~Securities~~with ~~Act~~any ~~registration statement~~new ~~number~~or ofrevised ~~the~~financial ~~earlier~~accounting ~~effective~~standards ~~registration~~provided ~~statement~~to ~~for~~Section 7(a)(2)(B) of the ~~same offering~~Securities Act. [ ~~] _______~~☐

~~Indicate by~~The ~~check~~registrant ~~mark~~hereby ~~whether~~amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant isshall file a ~~large~~further ~~accelerated~~amendment ~~filer,~~which ~~an accelerated~~specifically ~~filer,~~states that this registration statement shall thereafter become effective in accordance with section 8(a) ~~non-accelerated~~of ~~filer,~~the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), ~~smaller~~may ~~reporting company~~determine.

~~See definitions~~The ~~of “large~~information ~~accelerated~~in ~~filer,”~~this ~~“accelerated~~preliminary ~~filer,”~~prospectus is not complete and ~~“smaller~~ ~~reporting~~may ~~company”~~be inchanged. ~~Rule~~We ~~12b-2~~may ofnot sell these securities until the Securities and Exchange ~~Act~~Commission declares our registration statement effective. ~~(Check one)~~ This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~Large~~SUBJECT accelerated filer o Accelerated filer oTO COMPLETION, DATED [*], 2022

~~Non-accelerated filer o (Do~~PRELIMINARY ~~not check if a smaller reporting company) Small reporting company T~~PROSPECTUS

~~CALCULATION OF~~GLUCOSE ~~REGISTRATION~~HEALTH, ~~FEE~~INC.

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

Units

(1Each ~~The proposed~~Unit ~~maximum~~Consisting ~~offering price per share is estimated solely for the purpose~~ of ~~calculating~~ ~~the~~One ~~registration~~Share ~~fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share is based upon the average~~ of ~~the~~ ~~high~~Common ~~and~~Stock ~~low prices of our common stock as quoted on the Over the Counter Bulletin Board on March 18, 2009 (within 5 business days prior to filing this registration statement).~~and

~~The registrant~~One ~~hereby~~Warrant ~~amends this registration statement on such date or dates as may be necessary~~ to ~~delay~~Purchase ~~its~~One ~~effective~~Share ~~date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)~~ of ~~the Securities~~Common ~~Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.~~Stock

1We are offering units (each a “Unit” and collectively, the “Units”), at a public offering price of $ per unit, of Glucose Health, Inc. (the “Company”, “Glucose Health”, “we”, “our”, or “us) with each Unit consisting of one share of our common stock, par value $0.001 per share (“Common Stock”) and one warrant (“Warrant”) to purchase one share of Common Stock. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities.

~~Subject to~~The ~~completion,~~shares ~~dated ___________~~of our Common Stock and the Warrants comprising the Units are immediately separable upon issuance and will be issued separately. The Warrants included in the Units will be exercisable immediately upon issuance, ~~2009~~ will expire five years from the date of issuance and have an exercise price of $ per share ( % of the price per unit sold in this offering.) This offering also includes the shares of Common Stock issuable from time to time upon exercise of the Warrants. The Warrants will be issued in book-entry form pursuant to a warrant agency agreement between us and Nevada Agency and Transfer Company as warrant agent.

~~The information~~We inintend ~~this~~to ~~prospectus~~apply isfor ~~not~~listing ~~complete~~of our Common Stock and ~~may~~Warrants on the NYSE-American under the symbols “GLUC” and “GLUCW.” No assurance can be ~~changed~~given that our application will be approved. ~~The~~If ~~selling shareholders~~our listing application is not approved, we will not ~~sell~~proceed ~~these~~with ~~securities~~this ~~until~~offering. ~~the~~The ~~registration~~listing ~~statement filed~~standards ~~with~~of the ~~Securities~~NYSE-American ~~and~~include ~~Exchange~~a ~~Commission~~minimum isstock ~~effective~~price. ~~This~~Prior ~~prospectus is~~to ~~not~~the anconsummation ~~offer~~of this offering, we plan to ~~sell~~effect ~~these~~a ~~securities~~reverse ~~and~~stock itsplit isby ~~not~~a ~~soliciting~~ratio anwithin ~~offer~~the range of one-for-[ ] (1-for-[ ]) to ~~buy~~ ~~these~~one-for-[ ~~securities~~] in(1-for-[ ~~any~~]). ~~state~~We orhave ~~other~~assumed ~~jurisdiction~~a ~~where~~public offering price of $ , herein, which represents the ~~offer~~last orreported ~~sale~~ sales price of ~~these~~our ~~securities~~common isstock as quoted by OTC Markets on , 2022. The final public offering price per share will be determined at the time of pricing and may be at a discount to the current market price. The public offering price used herein may not ~~permitted~~be indicative of the final offering price.

~~Preliminary Prospectus~~We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

~~______________________~~ii Table of Contents

~~Bio-Solutions Corp~~Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before purchasing any of the securities offered by this prospectus.

a Nevada corporation

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

5,600,000 Shares of Common Stock

	(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.

~~This prospectus~~NEITHER ~~relates~~THE toSECURITIES ~~5,600,000~~AND ~~shares~~EXCHANGE ofCOMMISSION ~~common~~NOR ~~stock~~ANY ofSTATE ~~Bio-Solutions~~SECURITIES ~~Corp., which~~COMMISSION ~~are~~HAS ~~issued~~APPROVED ~~and~~OR ~~outstanding~~DISAPPROVED ~~shares~~OF ofTHESE ~~our~~SECURITIES ~~common~~OR ~~stock,~~PASSED ~~acquired~~UPON byTHE ~~the selling~~ADEQUACY ~~security~~OR ~~holders~~ACCURACY inOF ~~private~~THIS ~~placement~~PROSPECTUS. ~~transactions~~ANY ~~which~~REPRESENTATION ~~were~~TO ~~exempt from~~THE ~~the~~CONTRARY ~~registration~~IS ~~and~~A ~~prospectus~~CRIMINAL ~~delivery requirements of the Securities Act of 1933~~OFFENSE.

~~Our common~~We ~~stock~~have isgranted ~~quoted~~a on45-day option to the ~~Over~~representative of the ~~Counter~~underwriters, ~~Bulletin~~exercisable ~~Board~~one ~~under~~or ~~the~~more ~~symbol "BISU".~~times Asin ofwhole ~~March~~or ~~18,~~in ~~2009~~part, ~~the~~ ~~closing~~to ~~price~~purchase ~~was~~up ~~$0.47~~to ~~per~~additional ~~share.~~shares ~~The selling~~of ~~stockholders~~Common ~~have~~Stock ~~advised~~to uscover ~~that~~over-allotments, ~~they~~at ~~will~~the ~~sell~~public ~~the~~offering ~~shares~~price ofper ~~common stock~~share ~~from~~of ~~time~~Common toStock, ~~time~~less, in ~~the~~each ~~open market~~case, on the ~~OTC~~underwriting ~~Bulletin~~discounts ~~Board,~~payable ~~in privately~~by ~~negotiated~~us. ~~transactions~~The orsecurities aissuable ~~combination~~upon exercise of ~~these~~this ~~methods,~~overallotment atoption ~~market prices~~are ~~prevailing~~identical atto ~~the~~those ~~time~~offered ofby ~~sale,~~this atprospectus ~~prices~~and ~~related~~have tobeen registered under the ~~prevailing market~~registration ~~prices,~~statement orof atwhich ~~negotiated~~this ~~prices~~prospectus forms a part.

WeThe ~~will not~~underwriters ~~receive~~expect ~~any~~to ofdeliver the ~~proceeds~~shares ~~from the sale~~ of ~~those~~Units ~~shares~~to ~~being~~investors ~~offered~~on ~~by the~~or ~~selling~~about ~~shareholders~~, 2022.

~~There~~EF ~~is a limited trading market for our common stock. We cannot give you any assurance that a more active trading market in our common stock will develop~~HUTTON, ~~or if such a market does develop, that it will continue. You should read this prospectus carefully before you invest in our common stock offered hereby.~~

~~See “Risk~~division ~~Factors” on Pages 5 to7 for factors to be considered before purchasing shares~~ of ~~our~~Benchmark ~~common~~Investments, ~~stock.~~LLC

~~Neither the~~The ~~Securities~~date ~~and Exchange Commission nor any state securities commission has approved or disapproved~~ of ~~these securities or passed upon the adequacy or accuracy of~~ this prospectus. ~~Any representation to the contrary~~ is a, ~~criminal offense.~~2022

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale of these securities is not permitted.iii

The date of this prospectus is _________.

Subject to completion.

TABLE OF CONTENTS

Prospectus Summary		4
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS		2
Risk Factors		5
MARKET AND INDUSTRY DATA		2
Forward Looking Statements		8
TRADEMARKS AND TRADE NAMES		2
Use of Proceeds		8
PROSPECTUS SUMMARY		3
Determination of Offering Price		8
SUMMARY OF THE OFFERING		10
Dilution		8
SUMMARY FINANCIAL INFORMATION		11
Selling Security Holders		8
RISK FACTORS		15
Plan of Distribution		9
USE OF PROCEEDS		28
Legal Proceedings		9
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		29
Directors Executive Officers Promoters and Control Persons		10
CAPITALIZATION		30
Security Ownership of Certain Beneficial Owners and Management		10
DILUTION		32
Description of Securities		11
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		33
Interest of Named Experts and Counsel		11
BUSINESS		38
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		11
MANAGEMENT		50
Organization Within Last Five Years		11
EXECUTIVE COMPENSATION		53
Description of Business		12
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		54
Management's Discussion and Analysis of Financial Condition and Results of Operations		13
PRINCIPAL SHAREHOLDERS		55
Description of Property		15
DESCRIPTION OF SECURITIES		56
Certain Relationships and Related Transactions		16
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		62
Market for Common Equity and Related Stockholder Matters		16
UNDERWRITING		67
Executive Compensation		18
LEGAL MATTERS		73
Financial Statements		19
EXPERTS		73
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		31
WHERE YOU CAN FIND MORE INFORMATION		73
Legal Matters		31
INDEX TO FINANCIAL STATEMENTS		F-1
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

~~Outside Back~~iv ~~Cover~~Table ~~Page~~of Contents

~~Dealer Prospectus~~Neither ~~Delivery~~we, ~~Obligation~~nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby, or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. Neither we nor the underwriters take responsibility for and can provide no assurance as to the reliability of any other information that others may give you.

~~Until _______,~~This ~~all~~prospectus ~~dealers~~is ~~that~~not ~~effect~~an ~~transactions~~offer into ~~these~~sell or the solicitation of an offer to buy our securities, ~~whether~~in any circumstances under which the offer or ~~not~~ ~~participating~~solicitation is unlawful or in ~~this~~any ~~offering,~~state ~~may~~or beother ~~required~~jurisdiction towhere ~~deliver~~the aoffer ~~prospectus~~is not permitted. ~~This~~ isThe ininformation ~~addition~~contained toin ~~the~~this ~~dealers'~~prospectus, ~~obligations~~or toany ~~deliver~~free awriting prospectus ~~when acting~~is accurate only as ~~underwriters~~of ~~and~~its ~~with~~date, ~~respect~~regardless toof ~~their~~its ~~unsold~~time ~~allotments~~of delivery or ~~subscriptions~~ of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

3No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

~~Prospectus Summary~~1 Table of Contents

~~You should~~CAUTIONARY ~~read~~NOTE ~~this~~CONCERNING ~~summary~~FORWARD-LOOKING ~~together with the entire prospectus, including the more detailed information in our financial statements and related notes appearing elsewhere in this prospectus.~~STATEMENTS

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 in this prospectus. We have prepared our financial statements contained in this prospectus in accordance with accounting principles generally accepted in the United States. All information should be considered in conjunction with our financial statements and the notes contained elsewhere in this prospectus.

This prospectus includes forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “seek,” “predict,” “continue,” “possible,” “intend,” “may,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the use of proceeds from this offering, our product candidates, research and development, commercialization objectives, prospects, strategies, the industry in which we operate and potential acquisitions or collaborations.

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)

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. In addition, even if our results of operations, financial condition, business, and prospects are consistent with the forward-looking statements contained in this prospectus, those results may not be indicative of results in subsequent periods.

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

Forward-looking statements speak only as of the date of this prospectus. You should not put undue reliance on any forward- looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.

Number of shares being offered:		The selling security holders want to sell 5,600,000 shares of our issued and outstanding common stock. The selling stockholders have advised us that they will sell the shares of common stock from time to time in the open market, on the OTC Bulletin Board, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.
Estimated use of proceeds:		We will not receive any of the proceeds from the sale of those shares being offered by the selling security holders.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission, or SEC, as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. In addition to the risk factors set forth above, the factors set forth below under “Risk Factors” and other cautionary statements made in this prospectus should be read and understood as being applicable to all related forward-looking statements wherever they appear in this prospectus.

4MARKET AND INDUSTRY DATA

This prospectus contains statistical data, estimates, and forecasts that are based on publicly available information, as well as other information based on our internal sources. While we believe the industry and market data included in this prospectus are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included in this prospectus.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Common Stock. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our combined financial statements and the related notes thereto that are included elsewhere in this prospectus, before making an investment decision.

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. We are currently in the early stages of marketing and distributing GLUCODOWN® nutritional beverages.

Recent Developments

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.

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. 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.

Market Opportunity - GLUCODOWN®

The National Diabetes Statistics Report (source: Centers for Disease Control and Prevention. 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®

FIBER UP® will expand our Company’s addressable consumer market, from pre-diabetic and diabetic persons, 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). In addition to helping maintain healthy post-prandial serum glucose levels, soluble fiber has other important physiological impacts, including supporting heart health, promoting weight loss, preserving bone density, and maintaining gut health. 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. 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 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, including flavored 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 first ready-to-drink (not powder) nutritional beverage. 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.

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

Marketing and Distribution

Since we launched the GLUCODOWN® brand in the fourth quarter of 2017, our Company has become a supplier to national and large regional retailers, including Walmart, CVS Pharmacies and Woodland Partners (for Publix). We also launched GLUCODOWN® at Amazon in 2018, and at our own Shopify online store in 2021. This direct purchase of GLUCODOWN® online by consumers is now our largest source of revenue.

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 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.

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 competitors are far larger companies than our Company, with much greater financial and human resources to allocate to their brands. Our 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 competitor’s brands: (1) its nutritional attributes and (2) its product differentiation.

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GLUCODOWN® is the only brand which possesses the four nutritional attributes we believe to be essential 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)

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 supplements in tablet and capsule form found in brick-and-mortar retailers and online marketplaces, targeted to our consumer market niche. We believe the extensive clinical data, gained over two decades (see Clinical Data) for the soluble fiber in GLUCODOWN® both ensures that our statements of nutrition support are compliant with FDA regulations and industry guidance, and that, as our brand gains consumer recognition, we will effectively compete against all such supplement products.

FIBER UP® will face intense competition when it is launched. We believe that consumer 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 with established brand recognition and extensive distribution. In addition, many small beverage companies also market healthier soft drinks, each with varying degrees of brand recognition and distribution.

Despite this intensely competitive market, we believe that FIBER UP® will be successful because it will have two important competitive advantages vs. other healthier soft drinks; (1) statements of nutritional support and (2) first-to-market status in our category segment.

The extensive body of clinical research underpinning the physiological benefits of the soluble fiber we will infuse in FIBER UP®, will enable us to incorporate the following four statements of nutritional support in our labeling and marketing of FIBER UP®:

· Supports a healthy heart

· Promotes weight loss

· Preserves bone strength

· Maintains a healthy gut

We believe many, if not most, healthier soft-drinks presently marketed in the United States, utilize only simple nutritive statements, such as no-sugar, caffeine-free, gluten-free, or low-calorie, to attract the interest of consumers. We believe FIBER UP®’s four statements of nutritional support will 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 believe consumers 45 and older, in particular, will be receptive to these four 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.

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 principal product website is www.glucodown.com. Information available on our websites 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.

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.”

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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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SUMMARY OF THE OFFERING

Issuer:		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” in this prospectus.

Over-allotment option:		We have granted to the representative of the underwriters a 45-day option to 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 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 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 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 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 NYSE-American Trading Symbol and Listing:		We intend to apply for listing of our Common Stock and Warrants on the NYSE-American under the symbols “GLUC” and “GLUCW.” NYSE-American 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 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.

(1)	The total number of shares of Common Stock that will be outstanding after this offering is based on [ ] shares of Common Stock outstanding as of , 2022. Unless otherwise indicated, the Shares outstanding after this offering excludes the following:

	·	[*] 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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SUMMARY FINANCIAL INFORMATION

The following summary statements of operations and balance sheet data for interim period ending March 31, 2022, and the fiscal years ended December 31, 2021, and 2020, have been derived from our audited financial statements included elsewhere in this prospectus. The historical financial data presented below is not necessarily indicative of our financial results in future periods. You should read the summary financial data in conjunction with those financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Our financial statements have been prepared on a basis consistent with our audited financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods.

GLUCOSE HEALTH INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31,

	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		106,916			56,134
General and administrative		34,547			11,879
Professional fees		69,566			23,376
Services paid in stock		103,114			-
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

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		184,481			129,431
General and administrative		92,885			61,735
Professional fees		46,340			82,061
Uncollectible receivables		10,000			-
Services paid in stock		412,455			524,673
Total operating expenses		746,161			797,900

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

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

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

PROVISION FOR (BENEFIT FROM) INCOME TAXES		-			-

NET 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	)

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

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GLUCOSE HEALTH, INC.

BALANCE SHEETS

ASSETS
	March 31,			December 31,
	2022 (UNAUDITED)			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		-			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		-			-

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, $.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 3,466,668 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 -0- 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 these financial statements.

Table of Contents

GLUCOSE HEALTH, INC.

BALANCE SHEETS

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

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY

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

TOTAL LIABILITIES		9,555			139,761

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, Series A, $.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			-
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.

Table of Contents

RISK FACTORS

~~In addition~~An toinvestment ~~the~~in ~~other~~our ~~information~~securities involves a high degree of risk. Before making a decision to invest in ~~this~~our ~~prospectus~~securities, you should carefully consider the ~~following~~risks ~~risk~~that ~~factors should~~are bedescribed ~~considered~~in ~~carefully~~this section and elsewhere in ~~evaluating~~this ~~our~~prospectus. ~~business~~Additional ~~before~~risks ~~purchasing~~not ~~any of~~presently ~~our~~known ~~shares~~or ofthat ~~common~~we ~~stock.~~currently Adeem ~~purchase~~immaterial ofcould ~~our~~also ~~common~~materially ~~stock~~and isadversely ~~speculative~~affect ~~in nature~~us. You should consult your own financial and ~~involves~~legal aadvisors ~~lot~~as ofto the risks. ~~Any~~entailed ~~person~~by ~~who~~an ~~cannot~~investment ~~afford~~in our securities and the ~~loss~~suitability of ~~his or~~investing ~~her~~in ~~entire~~our ~~purchase~~securities ~~price~~in ~~for~~light ~~the~~of ~~offered~~your ~~shares~~particular ~~should~~circumstances. ~~not~~If ~~purchase~~any of the ~~offered~~ ~~shares~~risks ~~because~~contained ~~such~~in athis ~~purchase~~prospectus isdevelop ~~highly~~into ~~speculative~~actual ~~and~~events, ~~involves significant~~our ~~risks.~~assets, ~~Our~~ business, ~~objectives~~cash ~~must~~flows, ~~also~~condition be(financial ~~considered~~or ~~speculative~~otherwise), ~~and~~ wecredit ~~cannot~~quality, ~~guaranty~~financial ~~that~~performance, weliquidity, ~~will~~long-term ~~satisfy~~performance ~~those~~goals, ~~objectives.~~prospects, ~~Purchasers~~and/or results of ~~the offered~~operations ~~shares~~could ~~may~~be ~~not~~materially ~~realize~~and ~~any~~adversely ~~return~~affected, onthe ~~their~~trading ~~purchase~~price of ~~the~~our ~~offered shares.~~Common ~~Purchasers~~Stock could decline, and you may lose ~~their~~all ~~investments~~or part of your investment. Some statements in usthis ~~completely~~prospectus, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to ~~our~~ Our Company and Business:

We have a limited operating history ~~upon~~and ~~which~~may annot ~~evaluation~~be ofable ~~our~~to ~~prospects~~operate ~~can be~~our ~~made~~business successfully.

WeOn ~~were formed~~November on19, ~~March~~2014, 27we changed our name to Glucose Health, ~~2007~~Inc., ~~Our~~and ~~lack~~our business to that of an own-label distributor of nutritional beverages. Our business has a relatively limited operating history. Historical results are not indicative of, and may be substantially different than, the results we achieve in the ~~animal~~future. ~~feed industry,~~We ~~which~~cannot ~~makes~~assure anyou ~~evaluation~~that ofwe will be able to operate our business ~~and~~successfully ~~prospects~~or ~~very difficult~~implement our operating policies and strategies. ~~Our~~The ~~prospects~~results ~~must~~of beour ~~considered~~operations ~~speculative~~depend on several factors, ~~considering~~our ~~the~~success ~~risks~~in attracting and retaining motivated and qualified personnel, ~~expenses,~~ the availability of adequate short and ~~difficulties~~long-term ~~frequently~~financing, ~~encountered~~conditions in the ~~establishment~~financial ofmarkets, aand ~~new business~~general economic conditions. WeIn ~~cannot~~addition, beour ~~certain~~future ~~that~~operating ~~our~~results ~~business~~and ~~will~~financial bedata ~~successful~~may orvary ~~that~~materially ~~we will~~from ~~generate~~the ~~significant~~historical ~~revenues~~operating results and ~~become~~financial ~~profitable~~data as well as the pro forma operating results and financial data because of a number of factors, including costs and expenses associated with being a public company.

We have limited ~~revenues~~capital resources, and we will need to ~~sustain~~raise additional capital through additional funding raises. Such funding, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms in a timely manner, which could adversely affect our ~~operation~~liquidity, financial position, and ability to continue operations.

WeAs ~~are~~of ~~a small company~~March ~~that~~31, is2022, ~~currently~~we ~~developing~~had ~~our~~a ~~business.~~cash Tobalance ~~date~~of $641,061. weWe thus have ~~only~~ ~~generated~~limited ~~very~~capital ~~limited~~resources ~~revenues.~~and ~~The~~require ~~success~~the offunds from this offering to continue and grow our business. ~~operations~~ Even if we substantially increase revenue and reduce operating expenses, we will ~~depend~~need onto ~~our~~raise ~~ability~~additional capital. In order to continue operating, we may need to obtain ~~clients~~additional financing, either through borrowings, private offerings, public offerings, or some type of business combination, such as a merger, or buyout, and ~~provide~~there ~~quality~~can ~~products~~be ~~to those~~no ~~clients~~assurance that we will be successful in such pursuits. We ~~are~~may ~~not~~be ~~able~~unable to ~~predict~~acquire the additional funding necessary to continue operating. Accordingly, if we ~~will~~are beunable ~~able~~ to ~~develop~~generate ~~our business~~adequate ~~and~~cash ~~generate~~from ~~significant~~operations, ~~revenues.~~and Ifif we are ~~not~~unable ~~able~~to find sources of funding, it may be necessary for us to ~~complete~~sell ~~the successful~~one ~~development~~or more lines of business or all or a portion of our assets, enter into a business ~~plan~~combination, ~~generate~~or ~~significant~~reduce ~~revenues~~or ~~and attain~~eliminate ~~sustainable~~ operations. These possibilities, ~~then~~to the extent available, may be on terms that result in significant dilution to our ~~business~~shareholders ~~will~~or ~~fail~~that result in our investors losing all of their investment in our company.

WeIf ~~have~~we ~~incurred~~are aable ~~net~~to ~~loss~~raise ~~since inception~~additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and ~~expect~~control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to ~~incur~~raise ~~net~~capital ~~losses~~could ~~for~~require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the ~~foreseeable future~~sale of additional equity. The sale of additional equity securities could result in additional and potentially substantial dilution to our shareholders. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

~~Our accumulated~~15 ~~deficit~~Table ~~through~~of December 31, 2008 was $593,942. We expect to incur operating and capital expenditures for the next year and, as a result, we expect significant net losses in the future. We will need to generate significant revenues to achieve and maintain profitability. We may not be able to generate sufficient revenues to achieve profitable operations.Contents

~~We are~~The ~~dependent~~loss onof ~~one~~key ~~supplier~~officers, ~~for~~executives ~~the~~or ~~main~~personnel, ~~ingredient~~or ~~used~~the ininability ~~our~~of ~~product,~~replacements to quickly and we dosuccessfully ~~not~~perform ~~currently~~in ~~have~~their ~~any~~new ~~other~~roles ~~source~~could ~~for~~adversely ~~that~~affect ~~ingredient~~our business.

We ~~rely~~depend on the leadership and experience of our Chief Executive Officer and Chief Financial Officer, Murray Fleming. The loss of his services could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace our Chief Executive Officer and Chief Financial Officer on a timely basis or without incurring increased costs, or at all. Furthermore, if in the future, we lose or terminate the services of one or more of our key ~~supplier~~ ~~for~~employees ~~the~~or ~~main~~if ~~ingredient~~one ~~used~~or inmore of our ~~product~~current or former executives or key employees joins a competitor or otherwise competes with us, it could impair our business and our ability to successfully implement our business plan. WeAdditionally, ~~cannot~~if ~~guaranty~~in ~~that~~ the ~~said~~future, ~~supplier~~we ~~will~~are ~~continue~~unable to ~~supply~~hire usqualified ~~with~~replacements ~~the~~for ~~main~~our ~~ingredient~~executive ~~used~~and other key positions in a timely fashion, our ~~product~~ability to execute our business plan would be harmed. InEven ~~the~~if ~~event~~we ~~that~~can quickly hire qualified replacements, we ~~cannot~~would ~~buy~~expect ~~the~~to ~~ingredient~~experience ~~from~~operational disruptions and inefficiencies during any transition. We believe that ~~supplier,~~ weour future success will ~~need~~depend on our continued ability to ~~develop~~attract and retain highly skilled and qualified personnel. There is a ~~relationship~~high ~~with~~level ~~another~~of ~~supplier~~competition for experienced, successful personnel in our industry. Our ~~failure~~ inability to ~~develop~~meet ~~another~~our ~~relationship~~executive ~~with~~staffing arequirements ~~different~~in ~~supplier~~the ~~will significantly~~future ~~affect~~could impair our ~~ability~~growth toand ~~generate~~harm ~~significant~~our ~~revenues~~business.

~~Four customers~~We ~~account~~are ~~for~~dependent aon ~~majority~~our ofability ~~our~~to ~~revenue,~~attract and ~~the~~retain ~~loss~~qualified oftechnical, ~~those~~sales ~~customers would~~and ~~result~~managerial ~~in a loss of a significant amount of our revenues~~personnel.

~~Approximately 93%~~Our offuture ~~our~~success ~~revenue~~depends ~~was~~in ~~generated~~part byon ~~four~~our ~~customers~~ability ~~that~~to ~~were~~attract ~~all~~and ~~considered~~retain ~~to be~~highly ~~major~~qualified ~~customers~~technical, sales and managerial personnel. ACompetition ~~major~~for ~~customer~~such personnel in the beverage industry is ~~one~~intense ~~that~~and ~~represents~~we atmay ~~least~~not ~~10%~~be ofable ~~our revenue~~to attract and retain additional highly qualified technical, sales and managerial personnel in the future. If weAny ~~were~~inability to ~~lose~~attract ~~any~~and ofretain ~~those~~the ~~major~~necessary ~~customers~~technical, wesales ~~would~~and ~~lose~~managerial ~~a significant~~personnel ~~amount~~could ofmaterially ~~our~~adversely ~~revenues~~affect us.

WeOur ~~may~~financial ~~not~~statements may be ~~able~~materially toaffected ~~compete effectively~~if ~~with~~our ~~other~~estimates ~~resellers,~~prove ~~manufacturers~~to ~~and~~be ~~wholesalers~~inaccurate as a result of ~~animal feed~~our limited experience in making critical accounting estimates.

~~The animal~~Financial ~~feed~~statements ~~industry~~prepared isin ~~significantly~~accordance ~~competitive.~~with WeGAAP ~~have~~require ~~competitors~~the ~~that~~use ~~have been~~of ~~providing~~estimates, ~~traditional~~judgments, ~~animal~~and ~~feed,~~assumptions ~~including~~that ~~chicken~~affect ~~pre-mix,~~the ~~for~~reported ~~many years~~amounts. ~~and~~Actual ~~have~~results ~~more~~may ~~resources~~differ ~~than~~materially wefrom ~~do.~~these ~~Many~~estimates ofunder ~~those~~different ~~competitors~~assumptions ~~have significantly~~or ~~greater~~conditions. ~~financial~~These estimates, ~~human~~judgments, and ~~marketing~~assumptions ~~resources~~are ~~than~~inherently weuncertain, ~~have. As a result~~and, ~~these~~if ~~competitors~~they ~~may~~prove to be ~~able~~wrong, tothen ~~devote~~we ~~greater~~face ~~resources~~the torisk ~~the development,~~that ~~promotion,~~charges ~~sale~~to ~~and~~income ~~support~~will ofbe ~~their~~required. ~~products~~In ~~than~~addition, because we ~~do.~~have Iflimited weoperating ~~do not~~history ~~compete~~and ~~effectively~~limited ~~with~~experience ~~current~~in ~~and~~making ~~future~~these ~~competitors~~estimates, wejudgments, ~~may~~and beassumptions, ~~unable~~the ~~to secure~~risk ~~client~~of ~~contracts,~~future orcharges weto income may be ~~required~~greater tothan ~~reduce~~if ~~our~~we ~~rates~~had inmore ~~order~~experience ~~to compete~~in ~~effectively~~these areas. ~~This~~Any such charges could ~~result~~significantly inharm aour ~~reduction~~financial incondition, ~~our~~results ~~revenues~~of operations, ~~resulting in~~and ~~lower~~the ~~earnings~~price orof ~~operating~~our ~~losses~~securities.

~~We anticipate~~Our ~~that~~operating weresults may ~~need~~fluctuate tosignificantly ~~raise~~as ~~additional~~a ~~capital~~result toof ~~market~~a ~~our~~variety ~~products and~~of ~~expand~~factors, ~~our~~many ~~operations.~~of ~~Our~~which ~~failure~~are tooutside ~~raise~~of ~~additional~~our ~~capital~~control, ~~will significantly~~which ~~affect~~could ~~our~~cause ~~ability~~fluctuations toin ~~fund~~the ~~our~~price ~~proposed~~of ~~activities~~our securities.

We are ~~currently~~ ~~not~~subject ~~engaged in any sophisticated marketing program~~ to ~~market our products, because we lack capital and revenues to justify~~ the ~~expenditure.~~following ~~Our strategy~~factors ~~is to negotiate distribution agreements to lower these expenses. We believe~~ that wemay ~~will~~negatively ~~need~~affect ~~to raise $250,000 to fully implement~~ our ~~business plan.~~operating results:

~~If we~~· ~~are~~the ~~unable~~announcement or introduction of new products by our competitors; · our ability to ~~successfully~~upgrade ~~execute~~and develop our systems to accommodate growth; ~~strategy,~~· 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 ~~future~~ 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 ~~may~~and/or ~~suffer~~cash flows.

~~Our growth~~16 ~~strategy~~Table ~~includes increasing the number~~ of clients that we serve, selectively expanding the geographic reach of our products and broadening the scope of our products offerings. In connection with our growth strategy, we will be required to increase our sales and marketing efforts. Our growth strategy exposes us to a number of risks, including the following:Contents

·As ~~geographic~~a ~~expansion~~result ~~requires~~of ~~start-up~~our ~~costs,~~limited operating history and ~~often~~the ~~requires~~nature ~~lower~~of ~~rates~~the markets in which we compete, it is difficult for us to ~~generate~~forecast ~~initial~~our ~~business~~revenues or earnings accurately. InAs ~~addition,~~a ~~geographic~~strategic ~~expansion~~response ~~may~~to ~~disrupt~~changes in our ~~patterns~~competitive toenvironment, ~~and~~we may from ~~and~~time ~~within~~to ~~the~~time ~~expanded~~make ~~area~~certain decisions concerning production, marketing and ~~may~~distribution ~~expose~~of usour toproducts ~~areas~~that ~~where~~could wehave ~~are~~a ~~less~~material ~~familiar~~and ~~with~~adverse ~~customer~~effect ~~rates~~on our business, ~~operating~~results ~~issues~~of operations, and financial condition. Due to the ~~competitive~~foregoing ~~environment;~~factors, our quarterly revenues and operating results are difficult to forecast.

·We ~~growth~~are ~~may~~increasingly ~~strain~~dependent ~~our~~on ~~management~~information technology, ~~capital~~and ~~resources~~potential cyberattacks, security problems, or other disruption and ~~customer~~expanding ~~service;~~social media vehicles present new risks.

·We ~~hiring~~rely ~~new~~on ~~employees~~information technology networks such as EDI (electronic data interchange), and the internet, to process, transmit, and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, billing, and operating data. We may ~~increase~~purchase ~~training~~some ~~costs~~of our information technology from vendors, on whom our systems will depend, and we rely on commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential operator and other customer information. We depend upon the secure transmission of this information over public networks. Our networks and storage applications could be subject to unauthorized access by hackers or others through cyberattacks, which are rapidly evolving and becoming increasingly sophisticated, or by other means, or may ~~result~~be inbreached ~~temporary~~due ~~inefficiencies~~to asoperator error, malfeasance, or other system disruptions. In some cases, it will be difficult to anticipate or immediately detect such incidents and the ~~employees~~damage ~~learn~~they ~~their~~cause. ~~jobs;~~Any significant breakdown, invasion, destruction, interruption, or leakage of information from our systems could harm our reputation and business.

·Further, ~~expanding~~in the normal course of our ~~products~~business, ~~offerings~~we ~~may~~collect, ~~require~~store, usand transmit proprietary and confidential information regarding our customers, employees, suppliers, and others, including personally identifiable information. An operational failure or breach of security from increasingly sophisticated cyber threats could lead to ~~enter~~loss, ~~into~~misuse, ~~new~~or ~~markets~~unauthorized disclosure of this information about our customers, employees, suppliers, and ~~compete~~others, ~~with~~which may result in regulatory or other legal proceedings, and have a material adverse effect on our business and reputation. We also may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Any such attacks or precautionary measures taken to prevent anticipated attacks may result in increasing costs, including costs for additional ~~competitors~~technologies, training, and third-party consultants. The losses incurred from a breach of data security and operational failures as well as the precautionary measures required to address this evolving risk may adversely impact our financial condition, results of operations and cash flows.

We ~~cannot guaranty~~are ~~that~~subject ~~we will overcome the risks associated with our growth. If we fail~~ to ~~overcome~~significant ~~such risks, we may not realize additional revenue or profitability from our efforts and we may incur additional expenses~~competition.

5The business of making and distributing nutritional beverages is highly competitive. The principal areas of competition include pricing, packaging, distribution channel penetration, development of new products and line extensions and marketing campaigns. Our products compete with a wide range of nutritional beverage produced principally by very large multinational companies, which have substantially greater financial, marketing and distribution resources and brand name recognition than we do.

~~Outbreaks of~~We ~~livestock~~compete ~~disease~~in ~~can~~an ~~adversely~~industry ~~affect~~that ~~sales~~is brand-conscious, so brand name recognition and acceptance of our products are critical to our success and significant marketing and advertising will be needed to achieve and sustain brand recognition.

~~Outbreaks~~ The business of ~~livestock~~making ~~diseases~~and ~~can~~distributing ~~significantly~~nutritional ~~affect~~beverages ~~demand~~is ~~for~~substantially dependent upon brand awareness and market acceptance of our products by consumers. ~~An outbreak~~The development of ~~disease~~brand ~~could~~awareness ~~result~~and inmarket ~~governmental~~acceptance ~~restrictions~~is onlikely ~~the~~to ~~sale~~require ~~of livestock~~significant ~~products~~marketing and advertising expenditures. Even if we are able to orengage ~~from~~in ~~customers~~such marketing and advertising efforts, orthere ~~require~~can ~~our~~be ~~customers~~no toassurance ~~destroy their~~that ~~chickens.~~we ~~This~~will ~~could~~achieve ~~result~~and inmaintain ~~the~~satisfactory ~~cancellation~~levels of ~~orders~~brand awareness and market acceptance by consumers. Any failure of our ~~customers and~~brands ~~create~~to ~~adverse~~achieve ~~publicity~~brand ~~that~~awareness ~~may~~and market acceptance would likely have a material adverse effect on ~~the agricultural~~business, ~~products~~financial ~~industry~~condition, and ~~our~~results ~~ability~~of ~~to market our products successfully~~operations.

~~We have~~17 ~~limited~~Table ~~marketing~~of ~~and sales capabilities.~~Contents

~~Our future~~We ~~success~~are ~~depends,~~dependent toon a ~~great~~limited ~~extent,~~number onof ~~our~~raw ~~ability~~materials tosuppliers ~~successfully~~and ~~market our~~a ~~products.~~limited Wenumber ~~currently~~of ~~have~~tolling ~~limited sales~~ and ~~marketing~~contract ~~capabilities. Consequently~~manufacturers, wewhich ~~will~~may ~~need~~affect toour ~~identify~~ability ~~and~~to ~~successfully~~procure ~~target~~our ~~particular~~inputs ~~market segments~~and inproduce ~~which~~our weproducts ~~believe~~in wea ~~will~~timely ~~have~~manner. ~~the~~If ~~most~~we ~~success.~~are ~~These~~not ~~efforts~~able ~~will require~~to aensure ~~substantial,~~timely ~~but~~product ~~unknown~~deliveries, ~~amount~~our ofcustomers ~~effort~~may ~~and~~not ~~resources.~~order Weour ~~cannot assure~~products, ~~you that any marketing~~ and ~~sales~~our ~~efforts~~revenues ~~undertaken~~may ~~by us will be successful or will result in any significant sales~~decrease. ~~Our strategy is to negotiate distribution agreements to increase our market penetration.~~

~~Our~~ We rely on a limited number of specialized companies to supply our raw materials and a limited number of tolling and contract manufacturing companies with the necessary expertise to manufacture our products. These suppliers and ~~processes~~tolling ~~can~~and ~~expose~~contract manufacturers may be unable to satisfy our requirements, on a timely basis. Any failure to meet our timelines, could adversely affect our revenues, as well as jeopardize our relationships with our customers. In the event any of our suppliers and tolling and contract manufacturers were to become unable or unwilling to continue to serve us, we would be required to identify and obtain acceptable alternatives. There is no assurance that we would be able to find such alternatives on a timely basis, or at all. An extended interruption in the supply of our products would result in decreased product ~~liability~~sales ~~claims~~and our revenues would likely decline.

~~Product liability~~We ~~claims~~depend orupon ~~product recalls can adversely affect~~ our ~~business~~tolling ~~reputation~~ and ~~expose~~contract usmanufacturers to ~~increased~~warehouse scrutiny by provincial and governmental regulators. The packaging, marketing and distribution of agricultural feed products entail an inherent risk of product liability and product recall and the resultant adverse publicity. We may be subject to significant liability if the consumption of any of our ~~products~~raw causes injury, illness or death of livestock, other animals or humans. We could be required to recall certain of our products in the event of contamination or damage to the products. In addition to the risks of product liability or product recall due to deficiencies caused by our production or processing operations, we may encounter the same risks if any third party tampers with our products. We cannot assure you that we will not be required to perform product recalls, or that product liability claims will not be asserted against us, in the future. Any claims that may be made may create adverse publicity that would negatively affect our ability to market our products successfully.materials

~~Our officers~~We have no facilities of our own to warehouse our raw materials. Instead, we rely on our tolling and ~~directors~~contract ~~are~~manufacturers ~~engaged~~to inprovide ~~other~~space ~~activities~~to ~~that~~us ~~could~~and ~~conflict~~stage ~~with~~ our ~~interests~~raw materials for production. ~~Therefore~~While we have negotiated favorable fees for this, there can be no certainty these costs won’t rise and reduce our ~~officers~~gross margins. If our tolling and ~~directors~~contract ~~may~~manufacturers ~~not~~were ~~devote~~to ~~sufficient time~~decide not to warehouse and stage our ~~affairs~~raw materials, ~~which~~this ~~may~~would ~~affect~~have a very significant impact on our ability to ~~conduct~~manufacture ~~marketing activities~~any product at all in a cost-effective manner, and ~~generate~~our ~~revenues~~business would materially suffer.

~~The individuals~~Increases in ~~serving~~cost asor ~~officers~~shortages ~~and directors have existing responsibilities and may have additional responsibilities to provide management and services to other entities. As a result, conflicts~~ of ~~interest~~raw ~~between~~materials uscould ~~and~~harm ~~the other activities may occur from time to time, in that~~ our ~~officers and directors shall have conflicts of interest in allocating time, services and functions between the other~~ business ~~ventures in which they may or become involved and our affairs~~. ~~Outside demands on our management’s time may prevent them from devoting sufficient time to our operations.~~

Increases in costs of our raw materials produced by shortages or inflation will result in increased costs of production. We ~~depend~~ are uncertain whether we will be able to pass any of such increases on to our customers. We do not use hedging agreements or alternative instruments to manage the ~~efforts~~risks ~~and~~associated ~~abilities~~with securing our raw materials. In addition, some of our ~~management~~raw tomaterials ~~continue operations~~may only be available from a single or a limited number of suppliers. As alternative sources of supply may not be available, any increase in costs or interruption in the supply of such raw materials might materially harm us.

Our ~~management~~ isfailure ~~our only employees with experience relevant~~ to ~~the~~accurately ~~business.~~estimate ~~In addition, the~~ demand onfor ~~their time will increase because of~~ our ~~status~~products ~~as a public company. The interruption of the services of our management~~ could ~~significantly~~ ~~hinder~~adversely ~~our~~affect ~~operations, profits and future development, if suitable replacements are not promptly obtained. We do not currently have any executive compensation agreements. We cannot guaranty that~~ our ~~management will remain with us~~business.

~~Our~~We ~~ability~~may tonot ~~raise~~correctly ~~additional capital~~estimate ~~through~~demand ~~the~~for ~~sale~~our ofproducts. If we materially underestimate demand for our ~~stock~~products ~~may~~and are unable to secure sufficient raw materials, we might not be ~~harmed~~able byto ~~competing~~satisfy ~~resales~~consumer demand for our nutritional beverages, on a short-term basis, when we run out of inventory to sell, in which case our ~~common~~ ~~stock~~business, byfinancial ~~the~~condition ~~selling~~and ~~security~~results ~~holders~~of operations could be adversely affected.

~~The~~We ~~price of~~may ~~our~~not ~~common~~be ~~stock~~able ~~could~~to ~~fall~~develop ifsuccessful ~~the~~new ~~selling~~products, ~~security~~which ~~holders~~could ~~sell~~impede ~~substantial amounts of~~ our ~~common~~growth ~~stock. These~~and ~~sales~~cause ~~would make it more difficult for~~ us to ~~sell~~sustain ~~equity or equity-related securities in the~~ future ~~at a time and price that we deem appropriate because the selling security holders may offer to sell their shares of common stock to potential investors for less than we do~~losses. ~~Moreover, potential investors may not be interested in purchasing shares of our common stock if the selling security holders are selling their shares of common stock.~~

~~The costs~~Part toof ~~meet~~ our ~~reporting~~business ~~requirements~~strategy asis ato ~~public~~increase ~~company~~our ~~subject~~sales tothrough the ~~Exchange~~ ~~Act~~development of ~~1934~~new products and line extensions. We cannot assure you that we will be ~~substantial~~able to develop, market, sell and ~~may~~distribute ~~result~~new inproducts usand ~~having insufficient~~line ~~funds~~extensions that will enjoy consumer or retailer buyer acceptance. The failure to ~~operate~~develop new products or line extensions that gain consumer or retailer buyer acceptance could have an adverse impact on our ~~business~~growth and materially adversely affect our financial condition.

WeOur ~~will incur~~lack ~~ongoing~~of ~~expenses~~product ~~associated~~diversification ~~with professional fees for accounting~~ and ~~legal~~ ~~expenses~~inability ~~associated with being a public company. We estimate that these costs will range up~~ to ~~$50,000~~timely ~~per~~introduce ~~year~~new ~~for~~or ~~the~~alternative ~~next~~products ~~few~~could ~~years.~~cause ~~Those~~us ~~fees will be higher if our business volume and activity increases. Those obligations will reduce and possibly eliminate our ability and resources~~ to ~~fund~~cease ~~our~~ operations ~~and may prevent us from meeting our normal business obligations~~.

Our ~~auditors~~ ~~have~~business ~~questioned~~is focused on GLUCODOWN® and our ~~ability~~second tobrand ~~continue~~FIBER ~~operations~~UP® asis only in early development and not yet commercialized. The risks associated with focusing on such a ~~“going concern~~limited product line are substantial.” ~~Investors~~If ~~may~~consumers ~~lose~~do ~~all~~not ofaccept ~~their~~our ~~investment~~products or if there is a general decline in market demand for, or any significant decrease in, the consumption of nutritional beverages, we are ~~unable~~not ~~to continue~~financially ~~operations~~or ~~and~~operationally ~~generate~~capable ~~revenues~~of introducing alternative products within a short time frame. As a result, such lack of acceptance or market demand decline could cause us to cease operations.

We18 ~~hope to~~Table ~~obtain significant revenues from future product sales. In the absence~~ of significant sales and profits, we may seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. As a result, our auditors believe that substantial doubt exists about our ability to continue operations.Contents

6Low demand for new products and the inability to develop and introduce new products at favorable margins could adversely impact our performance and prospects for future growth.

~~Risks~~The ~~Related~~uncertainties associated with developing and introducing new products, such as market demand and costs of development and production, may impede the successful development and introduction of new products on a consistent basis. Introduction of new technology may result in higher costs to ~~Owning~~us than that of the technology replaced. That increase in costs, which may continue indefinitely or until increased demand and greater availability in the sources of the new technology drive down its cost, could adversely affect our results of operations. Market acceptance of the new products introduced in recent years and scheduled for introduction in future years may not meet sales expectations due to various factors, such as the failure to accurately predict market demand, end-user preferences, evolving industry standards, or the emergence of new or disruptive technologies. Moreover, the ultimate success and profitability of the new products may depend on our ability to resolve technical and technological challenges in a timely and cost-effective manner. Our ~~Common~~ ~~Stock~~investments in productive capacity and commitments to fund advertising and product promotions in connection with these new products could erode profits if those expectations are not met.

~~Our officers,~~If ~~directors~~we ~~and~~are ~~principal~~unable ~~shareholders~~to ~~own~~maintain ~~approximately~~good ~~66.8%~~relationships ofwith ~~our outstanding~~retailers ~~shares~~and ofmaintain ~~common~~good ~~stock,~~standing ~~allowing~~in ~~these~~online ~~shareholders~~marketplaces, ~~control~~our ~~matters requiring~~business ~~approval~~could ~~of our shareholders~~suffer.

Our ~~officers,~~ ~~director~~access ~~and~~to ~~principal~~the ~~shareholders~~customers ~~beneficially~~of ~~own,~~retailers inand ~~the aggregate,~~our ~~approximately~~access ~~66.8%~~to ofonline ~~our~~marketplaces ~~outstanding~~are ~~shares~~both ofmaterial ~~common stock~~to our success. If ~~the~~we ~~officers,~~are ~~directors~~unable ~~and~~to ~~principal~~maintain ~~shareholders~~our ~~sell~~good ~~all of~~relationships ~~their~~with ~~shares~~retailers ~~that~~and ~~are~~maintain ~~being~~our ~~registered~~good standing in ~~this~~online ~~offering~~marketplaces, ~~they~~our ~~will~~revenues ~~own approximately~~could 21decline significantly.3% ofUnilateral ~~our~~decisions ~~outstanding~~could ~~shares~~be oftaken ~~common~~by ~~stock. Such concentrated control of~~ the ~~company~~buyers ~~may~~at ~~negatively~~retailers, ~~affect~~or by the ~~price~~policy-makers ofat our ~~common~~ ~~stock. Our~~online ~~officers~~marketplaces, ~~directors~~to ~~and~~discontinue ~~principal~~carrying ~~shareholders~~any ~~can control~~or ~~matters~~all ~~requiring~~of ~~approval~~our byproducts, ~~our~~at ~~security~~any ~~holders~~time, ~~including~~which ~~the election~~could ofcause ~~directors~~our business to suffer.

~~Shares~~We ~~of our common stock~~ may ~~continue~~ toincur bematerial ~~subject~~losses toas ~~price~~a ~~volatility~~result ~~and~~of ~~illiquidity~~product ~~because~~recall ~~our shares may continue to be thinly traded~~ and ~~may~~product ~~never become eligible for trading on a national securities exchange~~liability.

~~While~~We we may ~~at some point~~ be ~~able~~liable toif ~~meet~~ the ~~requirements~~consumption ~~necessary~~of ~~for~~any of our ~~common stock~~products tocauses beinjury, ~~listed on a national securities exchange~~illness, weor ~~cannot~~death. ~~assure~~We ~~you~~also ~~that we~~may ~~will~~be ~~ever~~required ~~achieve~~to arecall ~~listing~~some of our ~~common~~products ~~stock~~if onthey abecome ~~national~~contaminated ~~securities exchange.~~or ~~Our shares~~ are ~~currently~~damaged ~~only~~or ~~eligible~~mislabeled. ~~for~~A ~~quotation~~significant onproduct ~~the Over-The-Counter~~liability ~~Bulletin~~judgment ~~Board~~against us, ~~which~~or isa ~~not~~widespread anproduct ~~exchange.~~recall, ~~Initial~~could ~~listing~~have on a ~~national~~ ~~securities~~material ~~exchange~~adverse iseffect ~~subject~~on toour ~~a variety of requirements~~business, ~~including minimum~~financial ~~trading price and minimum public “float” requirements~~condition, and ~~could~~results ~~also~~of ~~be affected~~operations. byThe ~~the~~amount ~~general skepticism~~ of ~~such markets concerning companies that are~~ the ~~result~~insurance ofwe ~~mergers~~carry ~~with~~is ~~inactive~~limited, ~~publicly-held~~and ~~companies.~~that ~~There~~insurance ~~are~~is ~~also continuing~~subject ~~eligibility requirements for companies listed on public trading markets. If we are unable~~ to ~~satisfy~~certain ~~the~~exclusions ~~initial~~and may or ~~continuing eligibility requirements of any such market, then our stock~~ may not be ~~listed or could be delisted~~adequate. ~~This could result in a lower trading price for our common stock and may limit your ability to sell your shares, any of which could result in you losing some or all of your investments.~~

~~The market~~Litigation ~~valuation of our business~~ may ~~fluctuate~~adversely ~~due~~affect ~~to factors beyond~~ our ~~control and the value of your investment may fluctuate correspondingly~~business.

~~The market~~From ~~valuation~~time to time in the normal course of ~~emerging~~our ~~growth~~business ~~companies~~operations, ~~such~~we asmay usbecome subject to litigation involving intellectual property, ~~frequently~~data ~~fluctuate due~~privacy and security, consumer protection, commercial disputes and other matters that may negatively affect our operating results if changes to ~~factors~~our ~~unrelated~~business operation are required. We may also be subject to a variety of claims including product liability, and consumer protection claims, among other litigation. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the ~~past~~allegations are valid or ~~present~~whether ~~operating~~we ~~performance~~are ultimately found liable. As a result, litigation may adversely affect our business, financial condition, and results of ~~such companies~~operations. ~~Our~~ ~~market~~In ~~valuation~~addition, insurance may ~~fluctuate~~not ~~significantly~~cover ~~in response~~existing or future claims, be sufficient to afully ~~number~~compensate us for one or more of ~~factors~~such claims or continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, ~~many~~thereby adversely affecting our results of ~~which~~operations ~~are~~and ~~beyond~~resulting in a reduction in the trading price of our ~~control, including:~~stock.

•We ~~changes~~face inrisks ~~securities~~related ~~analysts’~~to ~~estimates~~Novel ofCoronavirus ~~our~~(COVID-19) ~~financial~~which ~~performance,~~could ~~although~~significantly ~~there~~disrupt ~~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 personnelbusiness.

AsOur ~~a result~~business has been and may continue to be adversely impacted by the effects of the Novel Coronavirus (COVID-19). In addition to global macroeconomic effects, the ~~value~~Novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments has and may continue to cause disruption to our operations and sales activities. Our third-party vendors, third-party distributors, and our customers have been and will be disrupted by worker absenteeism, quarantines, and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of ~~your~~such ~~investment~~effects on our activities or the operations of our third-party vendors and third-party distributors, the supply of our products will be delayed, which could adversely affect our business, operations, and customer relationships. In addition, the Novel Coronavirus (COVID-19) or other disease outbreak will in usthe short-run and may ~~fluctuate~~over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and services and impact our operating results. There can be no assurance that any decrease in sales resulting from the Novel Coronavirus (COVID-19) will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the Novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results, and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products and services in a timely manner or meet required milestones or customer commitments.

~~Investors should~~19 ~~not~~Table ~~look to dividends as a source~~ of ~~income.~~Contents

InProlonged ~~the interest~~economic ~~of reinvesting initial profits back into our business~~downturn, weparticularly doin ~~not~~light ~~intend to~~of ~~pay cash dividends in~~ the ~~foreseeable~~COVID-19 ~~future. Consequently,~~pandemic ~~any economic~~and ~~return~~international ~~will initially be derived~~conflicts, ifcould atadversely ~~all,~~affect ~~from appreciation in the fair market value of~~ our ~~stock, and not as a result of dividend payments~~business.

~~Our common~~Uncertain ~~stock~~global ~~may~~economic beconditions, ~~subject~~in particular in light of the COVID-19 pandemic and international conflicts, could adversely affect our business. Negative global and national economic trends, such as decreased consumer and business spending, high unemployment levels and declining consumer and business confidence, pose challenges to ~~penny~~our ~~stock~~business ~~regulations~~and ~~which~~could ~~may~~result ~~make~~in ~~it difficult~~declining ~~for~~revenues, ~~investors~~profitability, and cash flow. Although we continue to ~~sell~~devote ~~their~~significant ~~stock~~resources to support our brands, unfavorable economic conditions may negatively affect demand for our products.

~~The Securities~~Risks ~~and~~related Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (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 such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If our ~~common~~Intellectual ~~stock becomes subject to the penny stock rules, holders of our shares may have difficulty selling those shares.~~Property

~~We are~~If ~~registering~~we ~~5,600,000~~fail ~~shares~~to ofprotect ~~common stock owned by~~ our ~~former~~compositions ~~officer~~ and ~~director~~ ~~and~~methods ~~our~~with ~~current~~patents, ~~officers~~competitors ~~and~~may ~~directors.~~be ~~The~~able ~~selling~~to ~~security~~use ~~holders, including~~ our ~~officers~~compositions and ~~directors~~methods, ~~may~~to ~~sell~~weaken ~~all~~our ofcompetitive ~~their shares as soon as possible~~position, ~~which~~reduce ~~could significantly decrease the price of~~ our ~~common~~net ~~stock~~revenue, and ~~reduce~~ increase our ~~officers’ and directors’ desire to see us succeed~~costs.

AOur ~~large percentage~~commercial ofsuccess ~~the~~will ~~stock~~depend ~~owned~~in bypart ~~the~~on ~~selling~~obtaining ~~security~~and ~~holders,~~maintaining ~~who~~patent ~~are~~protection ~~our former~~to ~~and~~help ~~current~~prevent ~~officers~~compositions and ~~directors~~methods that we have developed, ~~will~~or bemay ~~registered~~develop byor acquire in the ~~registration~~ ~~statement~~future, offrom ~~which~~being ~~this~~used ~~prospectus~~by isour competitors to weaken our competitive position. We have a ~~part~~patent pending before the United States Patent and Trademark Office (“USPTO”). ~~The~~But ~~selling~~patent ~~security holders~~applications can take many years to issue, ~~who~~and ~~are~~there is no assurance that our ~~former~~current ~~and~~pending patent application, or any future patent applications, will be granted. If we are unable to obtain patent protection for our current ~~officers~~or ~~and~~future ~~directors~~applications, we may ~~sell~~not abe ~~large percentage~~able ofto ~~their~~successfully ~~shares~~prevent ~~immediately~~our ~~after~~competitors ~~they~~from ~~are~~imitating ~~registered. In~~ or copying our products or using some or all of the ~~event~~processes that are the ~~selling~~subject ~~security~~of ~~holders~~such ~~sell~~patent ~~some~~application(s). ofSuch ~~their~~imitation, ~~shares~~or copying, may lead to increased competition within the ~~price of~~finite ~~our~~market ~~common~~for ~~stock~~products ~~could~~such ~~decrease~~as ~~significantly~~ours. WeEven ~~cannot~~if ~~assure~~our ~~you~~pending ~~that~~application ~~the officers~~was ~~and~~granted, ~~directors~~our ~~will~~intellectual property rights may not ~~sell~~be ~~some~~sufficiently ofcomprehensive ~~their~~to ~~shares~~prevent asour ~~soon~~competitors asfrom ~~they~~developing ~~are registered~~similar competitive products.

7There are multiple risks inherent in patent litigation. In patent litigation in the U.S., defendant counterclaims alleging invalidity and/or unenforceability are commonplace, as are validity challenges by the defendant against the subject patent or other patents before the USPTO. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement, failure to meet the written description requirement, indefiniteness, and/or failure to claim patent eligible subject matter. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent intentionally withheld material information from the USPTO, or made a misleading statement, during prosecution. Third parties may also raise similar claims before the USPTO even outside the context of litigation, in for example, post-grant review proceedings and inter partes review proceedings. The outcome is unpredictable following any legal assertions of invalidity and unenforceability. With respect to the validity question, for example, we cannot be certain that no invalidating prior art existed of which we and the patent examiner were unaware during prosecution. These assertions may also be based on information known to us or the USPTO. If a defendant or third party were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all, of the claims of the challenged patent. Such a loss of patent protection would or could have a material adverse impact on our business.

~~Forward~~Even ~~Looking Statements~~if the validity of our patent rights is upheld by a court, a court may not prevent the alleged infringement of our patent rights on the grounds that such activity is not covered by our patent claims. Although we may aggressively pursue anyone whom we reasonably believe is infringing upon our intellectual property rights, initiating, and maintaining suits against third parties that may infringe upon our intellectual property rights will require substantial financial resources. We may not have the financial resources to bring such suits, and if we do bring such suits, we may not prevail. Regardless of our success in any such actions, we could incur significant expenses in connection with such suits.

~~Information in~~20 ~~this~~Table ~~prospectus contains “forward looking statements” which can be identified by the use~~ of forward-looking words such as “believes”, “estimates”, “could”, “possibly”, “probably”, “anticipates”, “estimates”, “projects”, “expects”, “may”, or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to those forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results anticipated by those forward-looking statements. Among the key factors that have a direct bearing on our results of operations are the effects of various governmental regulations, the fluctuation of our direct costs and the costs and effectiveness of our operating strategy. Other factors could also cause actual results to vary materially from the future results anticipated by those forward-looking statements.Contents

~~Use~~If ~~of Proceeds~~our trademarks and brand names are not adequately protected, that could adversely impact our ability to build name recognition in certain markets.

We rely on trademarks, service marks, trade names and brand names to distinguish our nutritional beverages from those of competitors and have registered these trademarks. Our registered or unregistered trademarks, service marks, trade names and brand names may be challenged, infringed, diluted, circumvented, or declared generic or determined to be infringing on other marks. Additionally, we cannot assure you that our future trademark applications will ~~not~~ be approved. During trademark registration proceedings, we may receive ~~any~~rejections. ofAlthough we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in proceedings before the ~~proceeds~~USPTO ~~from~~third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. In the ~~sale~~event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of ~~shares~~brand ~~being~~recognition ~~offered~~and could require us to devote resources towards advertising and marketing new brands. At times, competitors may adopt trade names or trademarks similar to ours, which could harm our brand identity and lead to market confusion. Certain of our current or future trademarks may become so well known by the ~~selling~~ ~~security~~public ~~holders~~that their use becomes generic and they lose trademark protection. Over the long term, if we are unable to establish name recognition through our trademarks and trade names, then we may not be able to compete effectively and our business, financial condition and results of operations may be adversely affected.

~~Determination~~If ofwe ~~Offering Price~~cannot keep our trade secrets, which includes our formulas, compositions and methods, and knowledge capital (know-how), confidential, that could adversely impact our competitive position and reduce our revenue.

~~Factors~~We ~~Used~~rely toon ~~Determine~~trade ~~Share Price~~secrets and other proprietary information. ~~The~~We ~~selling~~seek ~~stockholders~~to ~~will~~protect ~~determine~~this atconfidential ~~what~~information, ~~price~~in ~~they~~part, ~~may sell~~through the ~~shares~~use of ~~common~~confidentiality ~~stock~~agreements ~~offered~~with byemployees, ~~this~~consultants, ~~prospectus~~advisors and others. Nonetheless, we cannot assure you that those agreements will provide adequate protection and ~~such~~prevent ~~sales~~their ~~may be~~unauthorized ~~made~~use ator ~~prevailing~~disclosure. ~~market~~To ~~prices~~the extent that consultants, key employees or atother ~~privately~~third ~~negotiated~~parties ~~prices. Therefore~~apply trade secrets independently developed by them or by others to our proposed products, ~~the~~disputes ~~offering~~may ~~price~~arise ofas to the ~~shares~~proprietary ~~being~~rights ~~offered~~to bysuch ~~the~~products ~~selling shareholders~~which ~~has~~may nonot ~~relationship~~be toresolved ~~any~~in ~~established~~our ~~criteria~~favor. ofThere ~~value,~~is ~~such~~a ~~as book~~risk ~~value~~that other parties may breach confidentiality agreements or ~~earnings~~that ~~per~~our ~~share~~trade secrets and other proprietary information become known or independently discovered by competitors, which could adversely affect our revenue.

~~Dilution~~Third-party claims of infringement against us could adversely affect our ability to market our products and require us to reformulate our products or seek licenses from third parties.

~~The shares~~We ~~offered~~are ~~for~~susceptible ~~sale~~to byintellectual property lawsuits that could cause us to incur substantial costs, pay substantial damages, or prohibit us from distributing our products. Whether a product infringes a patent involves complex legal and factual issues, the ~~selling~~determination ~~security~~of ~~holders~~which is often uncertain. In addition, because patent applications can take many years to issue, there may be applications now pending of which we are ~~already~~unaware, ~~outstanding~~ which later may result in issued patents that our products may infringe. If any of our products infringe a valid patent, we could be prevented from distributing that product unless and until we can obtain a license or reformulate it to avoid infringement. A license may not be available or may require us to pay substantial royalties. We also may not be successful in any attempt to reformulate the product to avoid any infringement. Infringement and other intellectual property claims, ~~therefore~~with or without merit, docan be expensive and time-consuming to litigate, and we may not ~~contribute~~have the financial and human resources to ~~dilution~~defend ourselves against any infringement suits that may be brought against us.

~~Selling~~We ~~Security Holders~~may employ individuals who were previously employed by companies that are developing beverage products, including our competitors or potential competitors. To the extent our employees are involved in research areas which are similar to those areas in which they were involved at their former employers, we may be subject to claims that such employees and/or we have inadvertently or otherwise used or disclosed the alleged trade secrets or other proprietary information of the former employers. Litigation may be necessary to defend against such claims, which could result in substantial costs and be a distraction to management and which may have a material adverse effect on us, even if we are successful in defending such claims.

~~The following~~21 ~~table~~Table ~~sets~~of ~~forth information concerning the selling security holders including:~~Contents

1.Risks ~~the~~related ~~number of shares owned by the selling security holders prior~~ to ~~this~~Government ~~offering;~~Regulation

2.We ~~the~~are ~~total~~affected ~~number~~by ofextensive ~~shares~~laws, ~~that~~governmental ~~are~~regulations, toadministrative bedeterminations, ~~offered~~court bydecisions ~~the~~and ~~selling~~similar ~~security~~constraints, ~~holders;~~which can make compliance costly and subject us to enforcement actions by governmental agencies.

3.Formulation, ~~the~~manufacturing, ~~total~~packaging, ~~number~~labeling, ofholding, ~~shares~~storage, distribution, advertising, and sale of ~~common~~our ~~stock~~products are affected by extensive laws, governmental regulations and policies, administrative determinations, court decisions and similar constraints at the federal, state, and local levels. There can be no assurance that we will be ~~owned~~in compliance with all of these regulations. A failure by us to comply with these laws and regulations could lead to governmental investigations, civil and criminal prosecutions, administrative hearings and court proceedings, civil and criminal penalties, injunctions against product sales or advertising, civil and criminal liability for the ~~selling~~Company ~~security~~and/or ~~holders~~its ~~upon~~principals, ~~completion~~bad publicity, and tort claims arising out of governmental or judicial findings of fact or conclusions of law adverse to the ~~offering;~~Company or its principals. In addition, the adoption of new regulations and policies or changes in the interpretations of existing regulations and policies may result in significant new compliance costs or discontinuation of product sales, and may adversely affect the marketing of our products, resulting in decreases in revenues.

4.Our principal regulator, the ~~percentage~~Food ofand ~~common~~Drug ~~stock~~Administration ~~that~~(FDA) ~~will~~has benot ~~owned~~passed byon the ~~selling~~efficacy ~~security~~of ~~holders~~our ~~upon~~products ~~completion~~or of the ~~offering~~accuracy ~~if all~~ of ~~the~~any ~~offered~~claim ~~shares~~we ~~are~~make ~~sold~~related byto ~~the~~our ~~selling security holders~~products.

~~The shares~~Although ~~offered~~many ~~for~~clinical ~~sale~~studies ~~constitute~~have ~~all~~been ofconducted relating to the ~~shares~~physiological ~~known~~impacts toof usthe toingredients ~~be beneficially~~and ~~owned~~related byeffects ~~the~~of ~~selling~~our ~~security~~products, ~~holders.~~FDA ~~The~~does ~~selling~~not, ~~security~~and ~~holders have~~has nonot, ~~position~~reviewed or ~~office~~passed ~~with~~on ~~us,~~the ~~nor~~efficacy of any ~~material~~of ~~relationship~~our ~~with us~~products, ~~except~~ aswhich ~~listed~~are ~~below.~~classified ~~The~~as ~~selling~~conventional ~~security~~foods, ~~holders~~nor ~~are~~has ~~not~~it ~~broker-dealers~~reviewed or ~~affiliates~~ passed on any nutritional claims of ~~broker-dealers~~support we make related to our ~~knowledge~~conventional food beverages.

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%

The Food and Drug Administration (FDA) conducts unannounced on-premises inspections of our facilities and records.

~~(1)~~We ~~Roger Corriveau~~are subject to periodic unannounced visits by FDA officers who inspect our facilities and records. Even though we are an own-label distributor and utilize tolling and contract manufactures to produce our products, we still must maintain extensive records including certificates of analysis for all ingredients we use, master specifications for our products and certain batch production and testing records. Keeping such records is time-consuming and costly and if our ~~former~~record-keeping ~~officer~~is deemed deficient, we could receive warning letters or other more serious administrative actions could take place that could harm our business and ~~director~~ reputation with customers.

~~(2) Ghislaine~~The ~~St-Hilaire,~~Federal ~~our~~Trade ~~vice-president,~~Commission ~~secretary~~(FTC) ~~and~~prohibits ~~director,~~use ~~who owns 1,500,000 shares, is the common law spouse~~ of ~~Roger~~any ~~Corriveau,~~consumer ~~our former officer~~testimonials ~~and director,~~in ~~who owns 6,000,000 shares. Therefore, each of Ghislaine St-Hilaire and Roger Corriveau may be considered to beneficially own 7,500,000 shares of common stock, which equals approximately 61.0% of~~ our ~~issued and outstanding common stock.~~marketing

~~(3) Gilbert~~In ~~Pomerleau~~December is2009, ~~our~~the ~~vice~~FTC ~~president~~substantially revised its Guides Concerning the Use of Endorsements and Testimonials in Advertising, ~~chief~~or ~~financial~~“Endorsement ~~officer~~Guides,” to eliminate a safe harbor principle that formerly recognized that Companies like ours could publish consumer testimonials that conveyed truthful but extraordinary results from using our products as long as we clearly and ~~one~~conspicuously disclosed that the endorser’s results were not typical. This change makes it more difficult to communicate the benefits of our ~~directors~~ nutritional beverages to consumers and our revenues may not grow if we can’t find other compliant means to reach our customers.

8Risks Related to this Offering

~~Plan~~Our ~~of Distribution~~Chief Executive Officer and Chief Financial Officer, Murray Fleming, holds all our Series A Voting Preferred Stock and maintains the ability to control substantially all matters submitted to shareholders for approval.

~~The offering~~Our bySeries ~~the~~A ~~selling~~Voting ~~shareholders~~Preferred Stock voting shares may, ~~start~~if asexercised, ~~soon~~control asthe ~~this~~election ~~registration statement~~of isdirectors ~~declared~~and ~~effective. The~~approval ~~selling~~of ~~shareholders may~~any ~~offer~~merger, consolidation, or sale of all or ~~part~~substantially all of ~~their~~our assets. Our Chief Executive Officer and Chief Financial Officer, Murray Fleming, holds all shares ~~for~~of ~~resale~~our ~~from~~Series ~~time~~A Voting Preferred Stock and has the right to ~~time~~vote ~~through public~~the ornumber ~~private~~of ~~transactions~~votes equal to all shares of Common Stock which are then issued and outstanding, atplus ~~either~~an ~~prevailing~~additional ~~market~~10,000 ~~prices~~shares. orTherefore, ~~at privately~~Mr. ~~negotiated~~Fleming ~~prices~~maintains the ability to control substantially all matters submitted to shareholders for approval due to the voting rights features of the Series A Voting Preferred Stock. ~~The~~This ~~selling~~concentration ~~security~~of ~~holders~~voting power could delay or prevent an acquisition of us on terms that other shareholders may ~~sell~~desire. As a result, currently, and after this offering, Mr. Fleming will possess significant influence and can elect a majority of our ~~common stock~~Board inand authorize or prevent proposed significant corporate transactions without the votes of any other stockholders. Mr. Fleming is expected to have significant influence over- a decision to enter into any corporate transaction and have the~~-counter~~ ~~market,~~ability orto onprevent any ~~securities~~transaction ~~exchange~~that onrequires ~~which~~the ~~our common~~approval ~~stock~~of isstockholders, orregardless ~~becomes~~of ~~listed~~whether or ~~traded,~~not our other stockholders believe that such transaction is in ~~negotiated~~our ~~transactions~~best ~~or otherwise~~interests. ~~The~~Such ~~shares~~concentration ~~will~~of ~~not~~voting bepower ~~sold~~could have the effect of delaying, deterring, or preventing a change of control or other business combination, which could, in turn, have an ~~underwritten~~adverse ~~public~~effect ~~offering.~~on ~~The shares~~the ~~may~~market beprice ~~sold~~of ~~directly~~our Common Stock or ~~through~~prevent ~~brokers~~our orshareholders ~~dealers.~~from ~~The~~realizing ~~methods~~a bypremium ~~which~~ over the ~~shares~~then-prevailing ~~may~~market beprice ~~sold~~for ~~include:~~their Common Stock.

·22 ~~purchases~~Table byof ~~a broker or dealer as principal and resale by such broker or dealer for its account;~~Contents

·Shares ~~ordinary~~eligible ~~brokerage~~for ~~transactions~~future ~~and~~sale ~~transactions~~may inhave ~~which~~adverse ~~the~~effects ~~broker~~on ~~solicits~~our ~~purchasers;~~share ~~and~~price.

·Sales ~~privately~~of ~~negotiated~~substantial ~~transactions~~amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our shares. We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes. We are not required to offer any such shares to existing shareholders on a pre-emptive basis. Therefore, it may not be possible for existing shareholders to participate in such future share issuances, which may dilute the existing shareholders’ interests in us.

~~Brokers and~~Our ~~dealers~~planned ~~engaged~~reverse bystock ~~selling~~split ~~security holders~~ may ~~arrange~~decrease ~~for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from selling security holders, or, if any such broker-dealer acts as agent for~~ the ~~purchaser~~liquidity of ~~such shares, from such purchaser, in amounts to be negotiated. Broker-dealers may agree with~~ the ~~selling security holders to sell a specified number of such~~ shares at a stipulated price per share, and, to the extent such broker-dealer is unable to do so acting as agent for a selling security holder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to such selling security holder. Broker-dealers who acquire shares as principal may resell those shares from time to time in the over-the-counter market or otherwise at prices and on terms then prevailing or then related to the then-current market price or in negotiated transactions and, in connection with such resales, may receive or pay commissions. In the event that a broker-dealer is added as a formal participant to the marketing effort of ~~the~~our ~~selling~~Common ~~security holders, we will file a post effective amendment to disclose such event~~Stock.

The ~~selling~~ ~~security~~liquidity ~~holders~~of ~~and~~the ~~any~~shares ~~broker-dealers~~of ~~participating~~our inCommon ~~the distributions~~Stock ofmay be affected adversely by our planned reverse stock split given the ~~shares~~reduced ~~may~~number beof ~~deemed~~shares tothat will be ~~“underwriters”~~outstanding ~~within~~following the ~~meaning~~ ofreverse ~~Section~~stock ~~2(11)~~split, ofespecially if the ~~Securities~~market ~~Act~~price of ~~1933.~~our ~~Any~~Common ~~profit~~Stock ondoes ~~the~~not ~~sale of~~increase ~~shares~~as bya result of the ~~selling~~reverse ~~security~~stock ~~holders~~split. ~~and~~In ~~any~~addition, ~~commissions~~the orreverse ~~discounts~~stock ~~given to~~split ~~any~~may ~~such~~increase ~~broker-dealer~~the ~~may~~number beof ~~deemed~~stockholders towho beown ~~underwriting~~odd ~~commissions~~lots ~~or discounts.~~(less ~~The~~than 100 shares) ~~may~~of ~~also~~our beCommon ~~sold~~Stock, ~~pursuant~~creating the potential for such stockholders to ~~Rule~~experience ~~144~~an ~~under~~increase in the ~~Securities Act~~cost of ~~1933~~selling ~~beginning~~their ~~one~~shares ~~year~~and ~~after~~greater ~~the~~difficulty ~~shares~~effecting ~~were~~such ~~issued~~sales.

WeFollowing ~~have filed~~a ~~the~~reverse ~~registration~~stock ~~statement~~split, the resulting market price of ~~which~~our ~~this~~Common ~~prospectus~~Stock ~~forms~~may anot ~~part~~attract new investors, ~~with respect~~including toinstitutional investors, and may not satisfy the ~~sale~~investing requirements of ~~the~~those ~~shares~~investors. byConsequently, the ~~selling~~trading ~~security~~liquidity ~~holders~~of our Common Stock may not improve.

~~Under~~Although ~~the Securities~~we ~~Exchange~~believe ~~Act~~that a higher market price of ~~1934~~our ~~and~~Common ~~the~~Stock ~~regulations~~may ~~thereunder,~~help ~~any~~generate ~~person engaged~~greater inor abroader ~~distribution~~investor ofinterest, ~~the~~there ~~shares~~can ofbe ~~our~~no ~~common~~assurance that the reverse stock ~~offered~~split bywill ~~this prospectus~~result ~~may~~in ~~not~~a ~~simultaneously~~share ~~engage~~price inthat ~~market~~will ~~making~~attract ~~activities~~new ~~with respect~~investors, toincluding ~~our~~institutional ~~common~~investors. ~~stock~~In ~~during~~addition, ~~the~~there ~~applicable~~can ~~"cooling~~be ~~off"~~no ~~periods~~assurance ~~prior~~that to the ~~commencement~~market price of ~~such~~our ~~distribution.~~Common ~~Also,~~Stock ~~the~~will ~~selling~~satisfy ~~security~~the ~~holders~~investing ~~are subject~~requirements toof ~~applicable~~those ~~provisions~~investors. ~~which~~As ~~limit~~a result, the ~~timing~~trading ofliquidity ~~purchases and sales~~ of our ~~common~~Common ~~stock~~Stock bymay ~~the~~not ~~selling~~necessarily ~~security holders~~improve.

WeIf ~~will pay~~we ~~all~~fail ~~expenses~~to incomply ~~connection~~ with the ~~registration~~rules and ~~sale~~regulations ofunder ~~our common stock. None of~~ the ~~expenses~~Sarbanes-Oxley ~~will~~Act, beour ~~paid~~operating byresults, ~~the~~our ~~selling~~ability ~~security~~to ~~holders.~~operate ~~The estimated~~our ~~expenses~~business ~~of issuance~~ and ~~distribution~~investors’ ~~for~~views ~~all~~of ~~the~~us ~~shares~~may ~~being registered~~be ~~by this registration statement are set forth below~~harmed.

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

Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our Common Stock. In addition, our efforts to comply with the rules and regulations under the Sarbanes-Oxley or new or changed laws, regulations, and standards may differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice. Regulatory authorities may investigate transactions disclosed in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and if legal proceedings are initiated against us, it may harm our business.

We23 ~~have informed~~Table ~~the selling security holders that, during such time as they may be engaged in a distribution~~ of any of the shares we are registering by this registration statement, they are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.Contents

~~Regulation M~~We ~~prohibits~~do ~~any~~not ~~bids~~anticipate orpaying ~~purchases~~any ~~made~~cash individends ~~order~~on toour ~~stabilize~~shares ~~the price~~ of ~~a security in connection with the distribution of that security, except as specifically permitted by Rule 104 of Regulation M. These stabilizing transactions may cause the price of our~~ common stock ~~to be more than it would otherwise be~~ in the ~~absence~~foreseeable ~~of these transactions~~future. We have informed the selling security holders that stabilizing transactions permitted by Regulation M allow bids to purchase our common stock if the stabilizing bids do not exceed a specified maximum. Regulation M specifically prohibits stabilizing that is the result of fraudulent, manipulative, or deceptive practices. Selling security holders and distribution participants are required to consult with their own legal counsel to ensure compliance with Regulation M.

We currently intend to retain most future earnings (if any) to finance the growth and development of our business, and therefore, we do not anticipate paying any cash dividends on our shares of common stock in the foreseeable future. We believe it is likely that our Board will continue to conclude, that it is in the best interests of the Company and its shareholders to retain most earnings (if any) for the development of our business. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price per Unit is substantially higher than the net tangible book value per share of our outstanding shares of Common Stock. As a result, investors in this offering will incur immediate dilution of $[*] per share, based on the assumed public offering price of $[*] per Unit. Investors in this offering will pay a price per Unit that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

Our Common Stock may not be approved for listing on the NYSE-American or on any other trading market and you may not be able to resell your Common Stock at a price above the price you paid, if at all.

We intend to apply to list the shares of our Common Stock on the NYSE-American, under the symbol “GLUC.” An approval of our listing application by the NYSE-American will be subject to, among other things, our fulfilling all of the listing requirements of the NYSE-American. No assurances can be given, however, that the application will be approved or that our Common Stock will ever be traded on the NYSE-American or listed or quoted on any other trading market. If for any reason our Common Stock is not listed on the NYSE-American, or any other trading market, or a public trading market does not develop, purchasers of our Common Stock may have difficulty selling their Common Stock should they desire to do so. Moreover, there is a risk that our Common Stock could be delisted from any trading market on which it may be listed or quoted. The lack of an active trading market may also impair our ability to raise capital to continue to fund operations by selling securities and may impair our ability to acquire additional intellectual property assets by using our securities as consideration.

There can be no assurances that if our Common Stock is listed on the NYSE-American we will be able to meet the NYSE-American’s continued listing requirements which will result in the delisting of our Common Stock from the NYSE-American.

The NYSE-American has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing (i.e., being de-listed from the NYSE-American), would make it more difficult for shareholders to sell our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. This could have an adverse effect on the price of our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.

Holders of our Warrants will have no rights as a common stockholder until they acquire our Common Stock.

The Warrants included in the Units in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our Common Stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Stock and pay the exercise price per share, prior to [*] years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Until holders of the Warrants acquire Common Stock upon exercise of the Warrants, the holders will have no rights with respect to the Common Stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

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Provisions of the Warrants offered by this prospectus could discourage an acquisition of us by a third party.

In addition to the discussion of the provisions of our governing organizational documents, certain provisions of the Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire us. The Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Warrants. These and other provisions of the Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

The Warrants offered by this prospectus may not have any value.

The Warrants offered by this prospectus will be exercisable for five years from the date of issuance. There can be no assurance that the market price of our common stock will ever exceed the exercise price of the Warrants. In the event that our common stock price does not exceed the exercise price of the Warrants during the term of the Warrants, the Warrants may not have any value.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

	·	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.

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

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As a “smaller reporting company,” we may at some time in the future choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Under NYSE-American rules, a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, is not subject to certain corporate governance requirements otherwise applicable to companies listed on NYSE-American. For example, a smaller reporting company is exempt from the requirement of having a compensation committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least two members who do meet such standards. Although we have determined not to avail ourselves of this or other exemptions from NYSE-American requirements that are or may be afforded to smaller reporting companies while we will seek to maintain our shares on NYSE-American, in the future we may elect to rely on any or all of these exemptions. By electing to utilize any such exemptions, our company may be subject to greater risks of poor corporate governance, poorer management decision-making processes, and reduced results of operations from problems in our corporate organization. Consequently, if we were to avail ourselves of these exemptions, our stock price might suffer, and there is no assurance that we would be able to continue to meet all continuing listing requirements of NYSE-American from which we would not be exempt, including minimum stock price requirements.

We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years following the year in which we complete this offering, although circumstances could cause us to lose that status earlier. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of the first sale of shares covered by this prospectus, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our Common Stock that is held by non-affiliates to exceed $700.0 million as of the prior September 30^th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds will be used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We currently intend to use the net proceeds of this offering primarily for general corporate purposes, including working capital, expanded sales and marketing activities, increased research and development expenditures and funding our growth strategies.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the commercial success of our systems and the costs of our research and development activities, as well as the amount of cash used in our operations. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our shares of Common Stock are subject to the penny stock rules, which makes shares of our Common Stock more difficult to trade.

We are currently subject to the SEC’s “penny stock” rules as our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that, prior to a transaction, 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 agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities.

The financial and operational projections that we may make from time to time are subject to inherent risks.

The projections that our management may provide from time to time reflect numerous assumptions made by management, including assumptions with respect to our specific as well as general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projected results, and actual results may be materially different from those contained in the projections. The inclusion of the projections in this prospectus should not be regarded as an indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such.

If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments.

If we were to dissolve as a corporation, as part of ceasing to do business or otherwise, we may be required to pay all amounts owed to any creditors before distributing any assets to the investors. There is a risk that in the event of such a dissolution, there will be insufficient funds to repay amounts owed to holders of any of our indebtedness and insufficient assets to distribute to our other investors, in which case investors could lose their entire investment.

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USE OF PROCEEDS

Based upon an assumed public offering price of $ per Unit, we estimate that we will receive net proceeds from this offering, after deducting the underwriting discounts and the estimated offering expenses payable by us, of approximately $ million assuming the underwriter does not exercise its over-allotment option.

We plan to use the net proceeds we receive from this offering for the following purposes:

		Use of Net Proceeds
Working Capital		$
Sales and Marketing		$
Research and Development		$
General Corporate Purposes		$

We believe that our existing cash and cash equivalents, along with the net proceeds from this offering and any proceeds from the exercise of Warrants, together with interest on cash balances, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 12 months. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is quoted by OTC Markets under symbol “GLUC”. Any OTC Markets quotations of our Common Stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Our common stock was initially quoted under symbol “GLUC” by OTC Markets on November 20, 2014.

We intend to apply for listing of our Common Stock and Warrants on the NYSE-American under the symbols “GLUC” and “GLUCW.”

As of March 31, 2022, there were approximately 121 registered holders of record of our Common Stock, and the last reported sale price of our Common Stock quoted by OTC Markets on March 31, 2022, was $1.13.

Dividend Policy

We have not historically declared dividends on our Common Stock, and we do not currently intend to pay dividends on our Common Stock. The declaration, amount, and payment of any future dividends on shares of our Common Stock, if any, will be at the sole discretion of our Board, out of funds legally available for dividends. Our ability to pay dividends to our shareholders in the future will depend upon our liquidity and capital requirements, as well as our earnings and financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our Common Stock, and other factors deemed relevant by our Board.

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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 and 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

Recent Developments

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.

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.

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.

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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 direct-to-consumer sales 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.

Operating Expenses

Operating expenses increased by $8,261, or 1%, to $746,161 in the year ended December 31, 2021, from $737,900 in the year ended December 31, 2020. Operating expenses were effectively unchanged due to reduced professional fees and services paid in stock, 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 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

	·	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.

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BUSINESS

Overview

Recent Developments

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

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.

Market Opportunity - GLUCODOWN®

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Market Opportunity - FIBER UP®

Products

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

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

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

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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 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. 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. 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, 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 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 Data

The establishment of clinical research support for the physiological benefit claims 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 has sponsored clinical studies, numbering more than 100 over a period of two decades, in support of the statements of nutrition support we make, with respect to our beverages infused with this ingredient. We routinely access a study list provided by our soluble fiber ingredient supplier and other clinical studies, in support of our formulation and marketing activities. While the investment of capital related to conducting clinical studies is beyond the financial capability of our Company, and it is our purposeful strategy to rely upon this 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 and Virginia Dare, 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. 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 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

Nevertheless, GLUCODOWN® has two competitive advantages over our much larger competitor’s brands: (1) its nutritional attributes and (2) its product differentiation.

GLUCODOWN® is the only brand which possesses the four nutritional attributes we believe to be essential 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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· Supports a healthy heart

· Promotes weight loss

· Preserves bone strength

· Maintains a healthy gut

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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. However, any patent applications we file may not result in patents being issued. 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 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 enacted in statue and 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. The 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). A company making a statement of nutritional support must possess substantiating evidence for the statement. We maintain a body of clinical research relating to the active ingredients in our products. Many of these clinical studies are also available at the National Institutes of Health, National Library of Medicine website at nlm.nih.gov. Failure to comply with applicable FDA requirements can result in various levels of regulatory actions being imposed, including but not limited to, action letters, product recalls and injunctions.

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.

Due to the complexity of federal, state, and local regulations and industry guidance, we have retained an experienced attorney specializing in food and beverage law since the inception of our current business. Our attorney routinely reviews our product labeling and marketing materials including television advertising scripts to maintain and ensure compliance with pertinent regulations. Additionally, we have in 2020 and 2021, 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 industry guidance.

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.

Table of Contents

Legal Proceedings

~~There~~From ~~are no~~time to time, we may become involved in various lawsuits and legal ~~actions~~proceedings ~~pending~~which ~~against~~arise usin ~~nor~~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 ~~actions~~proceedings ~~contemplated~~or byclaims ~~us at~~against ~~this time~~us.

9Corporate Information

~~Directors~~Our principal executive office is located at 609 SW 8th Street, ~~Executive Officers~~Suite 600, ~~Promoters~~Bentonville, AR 72712, and ~~Control~~our ~~Persons~~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.

~~The following~~COVID-19 ~~table sets forth information regarding our executive officer and director.~~Pandemic

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

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.

~~Dr.~~Most ~~Gilles Chaumillon.~~states ~~Dr.~~and ~~Gilles~~cities ~~Chaumillon has~~have ~~been~~at ~~the president~~various ~~and~~times ~~chief~~instituted ~~executive~~quarantines, ~~officer~~restrictions ~~since~~on ~~March 16~~travel, ~~2009.~~“stay ~~From~~at ~~2004~~home” ~~to 2008~~rules, ~~Dr.~~ ~~Gilles~~social ~~Chaumillon~~distancing ~~served~~measures asand ~~Senior~~restrictions ~~Director,~~on ~~Project~~the ~~Management~~types ~~for BioSyntech~~of ~~Inc.,~~businesses athat ~~biotechnology~~could ~~company~~continue ~~located~~to inoperate, ~~Canada~~as ~~and~~well ~~listed~~as onguidance ~~the~~in ~~TSX stock~~response ~~exchange. Prior~~ to ~~2004,~~the hepandemic ~~was General Manager~~ and ~~Business~~the ~~Development Director~~need ofto acontain ~~Contract Research Organization~~it. HeAs ~~began~~a ~~his~~result, ~~career~~the ~~at Æterna~~COVID-~~Zentaris~~19 aspandemic ~~Director~~may inaffect ~~charge~~the operations of ~~collaboration~~the ~~network~~FDA and ~~process development.~~other ~~His~~health ~~experience~~authorities, ~~encompasses~~including ~~product~~such ~~and~~authorities ~~process~~in ~~development~~Europe, ~~manufacturing~~ ~~and~~which ~~also~~could ~~business~~result ~~development,~~in ~~strategic~~delays ~~planning~~of reviews and ~~commercialisation.~~ Drapprovals. ~~Chaumillon~~While isthere ahave ~~member~~been ofno ~~Quebec~~specific ~~MBA~~notices ~~Association~~of ~~(AMBAQ) and~~delay ~~also~~from anfederal ~~active~~or ~~member~~foreign ~~Quebec~~government ~~Biotech~~authorities, ~~Association~~potential ~~(BIOQUEBEC)~~interruptions, ~~where~~delays, heor ~~is president~~changes ofto the ~~membership~~operations ~~committee.~~of ~~Dr.~~the ~~Chaumillon~~FDA, ~~holds~~or aof ~~PhD~~any ~~degree~~foreign ~~in marine~~authority ~~biology~~with ~~from~~which ~~Laval~~we ~~University~~might ofinteract, ~~Québec~~might ~~City~~impact ~~and~~the aapproval ~~MBA in Biotech Management from University~~ of ~~Quebec~~any atapplications ~~Montreal.~~we ~~Dr.~~plan ~~Chaumillon~~and iswill ~~not~~need ~~an officer~~to orfile ~~director~~in ofthe ~~any other reporting company~~future.

~~Gilbert~~In ~~Pomerleau.~~addition, ~~Mr. Pomerleau~~we ~~has~~are ~~been~~dependent ~~vice~~upon ~~president,~~certain ~~chief~~contract ~~financial~~manufacturers ~~officer~~ and asuppliers ~~director~~and ~~since our~~their ~~inception.~~ability Into ~~1980,~~reliably ~~Mr.~~and ~~Pomerleau~~efficiently ~~started~~fulfill ~~his~~our ~~career~~orders inis ~~his~~critical ~~family~~to our business of ~~breeding poultry, pigs and cows~~success. ~~During~~The ~~this~~COVID-19 ~~time,~~pandemic ~~Mr.~~has ~~Pomerleau~~impacted ~~developed an interest for new~~ and ~~innovative~~may ~~breeding~~continue ~~techniques.~~to ~~The~~impact ~~family~~certain ~~owned~~of ~~farm produces~~our ~~more~~manufacturers ~~than~~and ~~165,000 chickens per year~~suppliers. ~~Mr.~~As ~~Pomerleau~~a ~~initiated~~result, ~~the~~we ~~use~~may ~~of the~~face ~~marine~~delays ~~based~~or ~~natural~~difficulty ~~supplements~~sourcing incertain ~~the daily diet of 30~~products,~~000~~ ~~chickens.~~which ~~Mr. Pomerleau~~could isnegatively ~~not~~affect aour ~~director~~business orand ~~officer~~financial ~~of any other reporting company~~results.

~~Ghislaine~~The ~~St-Hilaire. Ghislaine~~global ~~St-Hilaire~~deterioration ~~has~~in ~~been~~economic aconditions ~~vice-president,~~may ~~secretary~~have ~~and~~an aadverse ~~director~~impact ~~since our~~on ~~inception.~~discretionary ~~She~~consumer isspending ~~responsible~~in ~~for~~markets ~~the~~that ~~daily~~we ~~management~~plan ofto market our ~~operations. Ghislaine~~products, ~~St-Hilaire~~which ~~has~~could ~~been~~also ~~working~~impact inour business ~~management~~and demand for ~~the~~our ~~past~~products. ~~thirty years~~For instance, ~~with~~consumer ~~small~~spending ~~and~~may ~~medium~~be ~~size~~negatively ~~businesses,~~impacted ~~supporting~~by ~~them~~general ~~with~~macroeconomic ~~her~~conditions, ~~expertise in~~including ~~accounting.~~a ~~She~~rise ~~has~~in ~~worked~~unemployment, inand ~~international~~decreased ~~business~~consumer ~~with~~confidence ~~the~~resulting ~~Canadian International~~from ~~Development~~the ~~Agency~~pandemic. ~~Mrs.~~Changing ~~St-Hilaire~~consumer isbehaviors ~~not~~because of the pandemic may therefore have a ~~director~~material ofimpact ~~any~~on ~~other reporting~~our ~~company~~expected future revenue.

~~All directors~~The ~~hold~~spread ~~office~~of ~~until~~COVID-19 ~~the~~has ~~completion~~also ofadversely ~~their~~impacted ~~term~~global ofeconomic ~~office,~~activity ~~which~~and ishas ~~not longer~~contributed ~~than~~to ~~one~~significant ~~year,~~volatility orand ~~until~~negative ~~their~~pressure ~~successors~~in ~~have~~financial ~~been elected~~markets. ~~As such, Gilbert~~The ~~Pomerleau~~pandemic ~~and~~has ~~Ghislaine~~resulted, ~~St-Hilaire~~and ~~will~~may continue to ~~serve as directors until replacements are appointed~~result, orin ~~until~~a ~~shareholders~~significant ~~elect~~disruption ~~new directors.~~of ~~All~~global ~~officers~~financial ~~are~~markets, ~~appointed~~which ~~annually~~may byreduce ~~the~~our ~~board~~ability ~~of directors and, subject~~ to ~~employment~~access ~~agreements~~capital ~~(which~~in ~~do not currently exist) serve at~~ the ~~discretion~~ offuture, ~~the~~which ~~board.~~could ~~Currently,~~negatively ~~directors~~affect ~~receive~~our ~~no compensation~~liquidity.

~~There are no family~~If ~~relationships~~the ~~between~~COVID-19 ~~any~~pandemic ofdoes ~~our~~not ~~officers~~continue ~~or directors. There~~to ~~are~~slow noand ~~orders~~the spread of COVID-19 is not contained, ~~judgments~~our business operations, orincluding ~~decrees~~those of ~~any governmental~~contract ~~agency~~manufacturers, orcould ~~administrator,~~be further delayed or ofinterrupted. ~~any~~We ~~court~~expect ofthat ~~competent~~government ~~jurisdiction, revoking~~and orhealth ~~suspending~~authorities ~~for~~may ~~cause~~announce ~~any~~new ~~license~~or extend existing restrictions, ~~permit~~which could require us or ~~other~~our ~~authority~~subcontractors to ~~engage~~ inmake ~~the~~further ~~securities~~adjustments ~~business~~to our operations to comply with any such restrictions. We or our subcontractors may also experience limitations in ~~the~~employee ~~sale~~resources. ofIn aaddition, ~~particular~~our ~~security~~operations ~~or temporarily~~could orbe ~~permanently~~disrupted ~~restraining~~if any of our ~~officers~~employees or ~~directors~~employees ~~from engaging~~of inour orsubcontractors ~~continuing~~were ~~any~~to ~~conduct,~~be ~~practice~~tested orpositive ~~employment~~for inhaving ~~connection~~COVID-19, ~~with the~~which ~~purchase~~could orrequire ~~sale~~quarantine of ~~securities,~~some or ~~convicting~~all such ~~person~~employees ofor ~~any~~closure ~~felony~~of our or ~~misdemeanor~~ ~~involving~~their afacilities ~~security,~~for ordisinfection. ~~any~~The ~~aspect~~duration of ~~the~~any ~~securities~~ business ordisruption ~~of theft~~cannot orbe ofreasonably ~~any~~estimated ~~felony.~~at ~~Nor~~this ~~are~~time ~~any~~but ofmay ~~the~~materially ~~officers~~affect orour ~~directors~~ability ofto ~~any corporation~~operate orour ~~entity~~business ~~affiliated~~and ~~with~~result usin soadditional ~~enjoined~~costs.

~~Security~~The ~~Ownership~~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 ~~Certain~~ ~~Beneficial~~the ~~Owners~~date of this prospectus, including the effectiveness of vaccines and ~~Management~~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.

~~The following~~47 ~~table~~Table ~~sets forth certain information regarding the beneficial ownership~~ of our common stock as of March 18, 2009, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.Contents

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%*

*For ~~Figures may~~a ~~vary~~further ~~due~~discussion toof ~~rounding~~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.

~~(1) Includes~~Implications ~~220,000 shares~~ of ~~common~~Being ~~stock~~a ~~held~~Smaller byReporting Gestion Gilbert Pomerleau Inc., which is controlled by Gilbert Pomerleau, our vice president, chief financial officer and one of our directors. Gilbert Pomerleau is deemed to beneficially own those shares.Company

We are a “smaller reporting company” as defined in Rule 10(2f) ~~Ghislaine~~(1) ~~St-Hilaire,~~of ~~our~~Regulation ~~vice~~S-~~president,~~K. ~~secretary~~Smaller ~~and~~reporting ~~director,~~companies ~~who~~may ~~owns 1~~take advantage of certain reduced disclosure obligations,~~500~~ including,~~000~~ ~~shares~~among other things, isproviding only two years of audited financial statements. We will remain a smaller reporting company until the ~~common~~last ~~law~~day ~~spouse~~of the fiscal year in which (1) the market value of ~~Roger~~our ~~Corriveau~~shares held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our ~~former officer~~ annual revenues equaled or exceeded $100 million during such completed fiscal year and ~~director,~~ ~~who~~the ~~owns~~market ~~6,000,000~~value of our shares. ~~Therefore,~~held ~~each~~by non-affiliates equals or exceeds $700 million as of ~~Ghislaine~~ ~~St-Hilaire~~the ~~and~~prior ~~Roger~~June ~~Corriveau~~30th. ~~may~~Such bereduced ~~considered~~disclosure toand ~~beneficially~~corporate ~~own 7,500,000~~governance ~~shares~~obligations ofmay ~~common~~make ~~stock,~~it ~~which~~more ~~equals~~challenging ~~approximately~~for ~~61.0%~~investors ofto analyze our ~~issued and~~results ~~outstanding~~of ~~common~~operations ~~stock~~and financial prospects.

~~Beneficial ownership~~We isare ~~determined~~a insmaller ~~accordance~~reporting ~~with~~company within the ~~rules~~meaning of the Securities ~~and Exchange~~Act, ~~Commission~~ and ~~generally~~if ~~includes~~we ~~voting~~take oradvantage ~~investment~~of ~~power~~certain ~~with respect~~exemptions tofrom ~~securities. In~~disclosure ~~accordance~~requirements ~~with~~available ~~Securities~~to ~~and~~smaller ~~Exchange Commission~~reporting ~~rules~~companies, ~~shares~~this ofcould make our ~~common~~securities ~~stock~~less ~~which~~attractive ~~may~~to beinvestors ~~acquired~~and ~~upon~~may ~~exercise of~~make ~~stock~~it ~~options~~more ordifficult ~~warrants~~to ~~which~~compare ~~are~~our ~~currently~~performance ~~exercisable~~with orother ~~which~~public ~~become exercisable~~companies” ~~within~~and 60“As ~~days~~a of“smaller ~~the~~reporting ~~date~~company,” ofwe ~~the~~may ~~table~~choose ~~are deemed beneficially owned by the optionees. Subject~~ to ~~community~~exempt ~~property~~our ~~laws,~~company ~~where~~from ~~applicable, the~~certain ~~persons~~corporate orgovernance ~~entities~~requirements ~~named~~that incould ~~the table above~~ have ~~sole~~an ~~voting~~adverse ~~and~~effect ~~investment power~~on ~~with respect to all shares of~~ our ~~common~~public ~~stock indicated as beneficially owned by them~~shareholders.”

10For further discussion of the implications of Smaller Reporting Company status, please see “Risk Factors”.

~~Changes~~48 ~~in Control. Our management~~Table ~~is not aware~~ of ~~any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.~~Contents

~~Audit~~Implications ~~Committee. Presently, the board~~ of ~~directors~~Being ~~acts as the audit committee. The board of directors does not have~~ an ~~audit~~Emerging ~~committee~~Growth financial expert. The board of directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.Company

~~Code~~ We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of ~~Ethics~~ 2012, as amended, or the JOBS Act. We dowill ~~not~~remain ~~currently~~an emerging growth company until the earlier of (1) December 31, 2024 (2) the last day of the fiscal year in which we have ~~a Code~~total annual gross revenue of ~~Ethics that applies~~at toleast ~~all~~$1.07 ~~employees~~billion, ~~including~~(3) ~~our~~the ~~principal~~last ~~executive~~day ~~officer,~~of ~~principal financial~~the ~~officer,~~fiscal ~~principal~~year ~~accounting~~in ~~officer~~which orwe ~~controller~~are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or ~~persons performing~~the ~~similar~~Exchange ~~functions~~Act, which would occur on the date on which we have issued more than $1.0 Webillion ~~plan~~in tonon-convertible ~~adopt~~debt asecurities ~~Code~~during the prior three-year period. An emerging growth company may take advantage of ~~Ethics~~ 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:

~~Description~~· present only two years of ~~Securities~~ 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.

~~Description~~In addition, under the JOBS Act, an emerging growth company can delay the adoption of ~~Capital~~certain ~~Stock~~accounting standards until those standards would otherwise apply to private companies. We ~~are~~have ~~authorized~~irrevocably elected not to ~~issue~~avail 75ourselves of this extended transition period,~~000~~ and,~~000~~ ~~shares~~as ofa ~~$.001~~result ~~par~~we ~~value~~will ~~common stock. As~~adopt ~~of March~~new ~~18, 2009,~~or ~~there~~revised ~~were~~accounting ~~12,299,350~~standards ~~shares~~ on relevant dates on which adoption of ~~common~~such ~~stock~~standards ~~that~~is ~~were~~required ~~issued~~for ~~and~~other ~~outstanding~~public companies.

~~Common~~For ~~Stock. Each shareholder~~further ofdiscussion ~~our common stock is entitled to a pro rata share~~ of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the ~~election~~implications of ~~our~~Emerging ~~directors~~Company ~~or any other matter. Therefore~~status, ~~the holders~~please ofsee ~~more~~“Risk ~~than 50% of the shares voted for the election of those directors can elect all of the directors~~Factors”. The holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

~~Dividend~~49 ~~Policy.~~Table We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of ~~our board of directors and subject to any restrictions that may be imposed by our lenders.~~Contents

~~Our Articles of Incorporation and our Bylaws do not contain any other provisions which were included to delay, defer, discourage or prevent a change in control.~~MANAGEMENT

~~Interest~~Directors ofand ~~Named~~Executive ~~Experts and~~Officers ~~Counsel~~

~~No “expert”~~The orfollowing ~~our~~table ~~“counsel”~~sets ~~was~~forth ~~hired~~information onabout aour ~~contingent~~executive ~~basis,~~officers orand ~~will~~director. ~~receive~~We ~~a direct~~intend orto ~~indirect~~appoint ~~interest~~two inindependent ~~us,~~directors orimmediately ~~was~~upon athe ~~promoter,~~effectiveness ~~underwriter, voting trustee, director, officer, or employee~~ of the ~~company,~~registration atstatement ~~any~~of ~~time~~which ~~prior~~this toprospectus ~~the filing~~forms ofa ~~this registration statement~~part.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

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)*

Article Twelfth of our Articles of Incorporation provides, among other things, that our officers and directors shall not be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as an officer or a director, except for liability:

Directors
Murray Fleming	59	Director*
Robert Sipper	68	Independent Director**
William Sipper	55	Independent Director**
Hal Kravitz	n/a	Independent Director***
John Fieldly	n/a	Independent Director***
Gerry David	n/a	Independent Director****

·*Murray ~~for~~Fleming ~~acts~~provides orservices ~~omissions~~as ~~not~~CEO, inCFO ~~good~~and ~~faith~~as ora ~~which~~director ~~involve~~to ~~intentional~~the ~~misconduct~~Company through BTB Management Company, ~~fraud~~a orcompany owned by Mr. Fleming, pursuant to a ~~knowing~~consulting ~~violation~~agreement with the Company. See Executive Compensation-Employment/Consulting Contracts, Termination of ~~law;~~Employment, orChange-in-Control Arrangements.”

·**Robert ~~for~~Sipper ~~unlawful~~and ~~payments~~William Sipper have accepted nomination to the Board and will become a member of ~~dividends~~our orboard ~~unlawful~~of ~~stock~~directors ~~purchase~~immediately orupon ~~redemption~~the byeffectiveness usof the registration statement of which this prospectus forms a part.

~~Accordingly, our~~***resigned ~~directors~~March ~~may have no liability to our shareholders for any mistakes or errors of judgment or for any act of omission~~14, ~~unless the act or omission involves intentional misconduct, fraud, or a knowing violation of law or results in unlawful distributions to our shareholders.~~2022

~~Article~~****resigned ~~V of~~March ~~our~~21, ~~Bylaws also provides that our officers and directors shall be indemnified and held harmless by us to the fullest extent permitted by the provisions of Section 78.7502 of the Nevada Revised Statutes.~~2022

~~Insofar as~~Executive ~~indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors~~Officers, ~~officers~~Director ~~and~~& ~~controlling~~Director persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that act and is, therefore, unenforceable.Nominees

~~Organization~~Murray ~~Within~~Fleming, ~~Last Five~~age ~~Years~~59, was appointed Director and Chief Executive Officer of Glucose Health, Inc. in November 2014. Mr. Fleming was appointed Chief Financial Officer and Chairman in February 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.

~~Transactions~~Robert ~~with Promoters. Roger~~Sipper, ~~Corriveau~~age 68, ~~Gilbert~~will ~~Pomerleau~~be ~~and~~a ~~Ghislaine St-Hilaire~~member ~~were~~of our ~~promoters. In~~board ~~May~~of ~~2007,~~directors weimmediately ~~issued~~upon ~~6,000,000~~the ~~shares~~effectiveness of ~~our~~ ~~common~~the ~~stock~~registration tostatement ~~Roger~~of ~~Corriveau,~~which ~~500,000~~this ~~shares~~prospectus offorms ~~our~~a ~~common~~part. ~~stock~~Mr. ~~to Gilbert~~Sipper ~~Pomerleau,~~has been a beverage industry executive and ~~1,500,000~~consultant ~~shares~~for 15 years and is President of ~~our~~Cascadia ~~common~~Managing ~~stock~~Brands, toLLC ~~Ghislaine St~~(“CMB”) a brand management firm he co-~~Hilaire~~founded ~~for~~with aWilliam ~~total~~Sipper. ~~cash~~Mr. ~~consideration~~Sipper and CMB have advised established and emerging beverage brands, including Evian, Hint, Liquid Death, Zico, and C2O, in the implementation of $8sales,~~000~~ marketing, oroperations $0and distribution strategies.~~001~~ ~~per~~Prior ~~share~~to founding CMB, Mr. ~~There is~~Sipper nowas ~~other~~Senior ~~information~~Vice ~~that~~President ~~would~~and beCOO ~~required~~of toMootch be& ~~disclosures~~Muck, bya ~~Item~~New ~~401(d) or~~York ~~Item~~based ~~404(d)~~beverage ofand ~~Regulation~~specialty ~~S-K~~food distributor and was a former practicing business law attorney.

11William 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 has been a beverage industry executive and consultant for 15 years and is Managing Partner of Cascadia Managing Brands, LLC (“CMB”), a brand management firm he co-founded with Robert Sipper. 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.

~~Description~~ 50 Table of ~~Business~~Contents

~~Our~~Family ~~Background. We were incorporated under the laws of the State of Nevada on March 27, 2007.~~Relationships

~~Our~~Robert ~~Business.~~Sipper Weand ~~are~~William ~~a manufacturer of a premix product for the poultry industry called Nutra-Animal. Nutra-Animal is an anti-oxidant containing wheat middlings~~Sipper, ~~vitamin~~nominees E,to ~~calcium carbonate, shrimp~~our ~~flour~~Board, ~~sodium,~~are ~~selenite and fish oil~~brothers. WeThere ~~have conducted~~are ~~studies~~no ~~that~~other wefamily ~~believe~~relationships ~~demonstrate~~between ~~the~~or ~~positive~~among ~~impact~~any of ~~Nutra-Animal~~ on growth, reinforcement of the immune system, as well as the ratio of net weight of flesh. We plan to expand the chicken feed product line in the next twelve months. We also plan to conduct additional tests to improve and adjust our ~~products~~executive ~~for~~officers ~~the~~or ~~different~~other ~~types of poultry~~directors. ~~We hope to conduct studies on pigs and calves beginning in 2009.~~

~~Our~~Corporate ~~Supplier.~~Governance Our supplier for the raw material used in our Nutra-Animal blend is called Oceanutrasciences, Inc., (“Ocean”) and is also known as Aqua-Biokem. Our first order of raw materials was purchased from Natural Solutions International, a private company controlled by our Roger Corriveau, our former officer and director, which purchased the materials from Ocean. However, on September 11, 2008, we entered into a License Agreement (“Agreement”) with Ocean Inc. The Agreement grants us an exclusive license to market and sell Ocean’s Nutra-Pro 80-20 animal feed product under Ocean’s trademarks in the sales territory of North America. The terms of the license agreement provide for our payment to Ocean of an aggregate of CDN$150,000, with payments of CDN$50,000 on each of these dates: July 31, 2008, October 31, 2008 and December 31, 2008. To date, we have paid CDN$75,000, and Ocean has agreed to defer payment of the balance of CDN$75,000 until Ocean provides us with the detailed formulation of the product formula and production process. We have also agreed to purchase the product under this Agreement in agreed-upon amounts during the term of the Agreement, beginning with 1,250kg the first year of the Agreement.Overview

ADirector copy of that Agreement is attached to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 16, 2008, as Exhibit 10.1 and is incorporated herein by reference. This brief description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement.Independence

WeNYSE-American ~~may need~~listing tostandards ~~develop~~require ~~relationships~~that ~~with~~a ~~additional~~majority ~~suppliers~~of soour ~~that~~Board weof ~~will~~Directors ~~have alternative~~be ~~suppliers~~independent. inWe ~~the~~have ~~event~~ determined that ~~our~~Robert ~~current~~Sipper ~~supplier~~and ~~does~~William ~~not~~Sipper, ~~desire~~nominees ~~or is~~to ~~unable~~our toBoard ~~supply~~of aDirectors will ~~sufficient~~qualify ~~amount~~as of“independent ~~products~~directors” toas ~~meet~~defined ~~our~~in ~~customers’ requirements~~the NYSE-American listing standards. WeOur ~~also~~independent ~~plan~~directors towill ~~enter~~have ~~arrangements~~regularly ~~with~~scheduled ~~other~~meetings ~~suppliers~~at ~~to diversify~~which ~~our~~only ~~product~~independent ~~offerings~~directors are present.

~~Our~~Committees ~~Target~~of ~~Markets and Marketing Strategy. We believe that our primary market is chicken integrators as well as chicken feed manufacturers in Canada. We hope to expand our operations in~~ the ~~United~~Board ~~States~~of and, to that extent, we have initiated talks with various customers in the United States. Our management has started approaching major chicken integrators for them to test the product, as those approached have expressed the wish to conduct some in house tests.Directors

We Audit ~~intend aggressively~~Committee market and promote the “Nutra-Animal” brand. We have initiation pig farms to educate their clients on new product developments and improvements to existing products. We intend to provide educational seminars in chicken breeding regions to explain the benefits of Nutra-Animal and educate the farmers to properly prepare and mix the various feed components. As we market and sell directly to chicken integrators, we are able to collect and analyze data from those parties which assists in preparation and design of new products. We also plan to attend agricultural conventions that take place in the market areas where we currently conduct business as well as in provinces that we expect to enter. We may also place advertisements and promotional pieces in agricultural trade journals.

~~Growth~~We ~~Strategy.~~plan ~~Our~~to ~~primary objective~~designate isan toAudit ~~become~~Committee. ~~one~~The ofAudit ~~the~~Committee ~~dominant~~will ~~providers~~be ofresponsible ~~chicken pre-mix~~for, ~~to offer~~among ~~the~~other ~~chicken~~things, ~~industry~~ the ~~possibility~~appointment, tocompensation, ~~raise~~removal, ~~healthier chickens~~ and ~~obtain~~ aoversight ~~better~~of ~~yield on~~ the ~~market.~~work Weof ~~originally~~the ~~concentrated~~Company’s ~~our~~independent ~~efforts~~registered ~~in the~~public ~~province~~accounting ~~of Quebec~~firm, ~~Canada.~~overseeing ~~Recently,~~the weaccounting ~~started~~and ~~conducting~~financial ~~some~~reporting ~~tests~~process ~~with integrators~~of in the ~~province~~Company, ofand ~~Ontario~~reviewing ~~and~~related ~~Western~~person ~~Canada~~transactions. WeThe ~~also~~Audit ~~recently started~~Committee ~~using~~will abe ~~similar~~comprised ~~strategy~~of innominees ~~the~~Robert ~~United~~Sipper ~~States~~ and ~~plan~~William toSipper, ~~market~~upon ~~our products~~their inappointment ~~the~~to ~~United~~our ~~States in the early 2009~~Board.

~~We believe~~Under ~~that~~NYSE-American welisting ~~will~~standards beand ~~able~~applicable toSEC ~~generate~~rules, ~~additional~~all ~~revenues~~directors byon ~~increasing~~ the ~~size~~ ofaudit ~~our~~committee ~~product~~must ~~line,~~be ~~thereby~~independent ~~increasing~~and ~~the~~financially ~~number~~literate. ofOur ~~pre-mixes~~Board orhas ~~feeds~~ determined that weRobert ~~can~~Sipper ~~sell.~~and WeWilliam ~~intend~~Sipper are toindependent ~~look~~directors ~~for~~and ~~opportunities~~financially toliterate. ~~produce~~Our ~~other~~Board ~~types~~has ~~of pre-mixes~~determined orthat ~~feeds.~~Robert WeSipper ~~also~~qualifies ~~believe~~as ~~that~~an ~~there~~"audit ~~may~~committee befinancial ~~opportunities~~expert" toas ~~enter into~~defined ~~joint~~in ~~venture~~applicable ~~agreements~~SEC ~~with~~rules. ~~companies~~Robert ~~that~~Sipper ~~produce~~will ~~other~~serve ~~pre-mixes~~as ~~or feeds~~the ~~other~~Chairman ~~than~~of ~~our~~the ~~own~~committee. InThe ~~addition~~Audit toCommittee ~~continually~~will ~~developing~~operate ~~and~~under ~~evaluating new~~a ~~pre-mixes~~written orcharter ~~feeds,~~adopted weby ~~may~~the ~~consider~~Board, ~~the~~which ~~acquisition~~will ofbe ~~other~~posted ~~companies operating~~at inour awebsite ~~similar~~at ~~fashion~~www.glucosehealthinc.com.

~~Our~~Compensation Website. Our website www.bio-solutions-corp.com is under construction and will provide scientific information on the products sold by the Company as well as new products being tested. Our website will also provide a description of our business together with our contact information including our address, telephone number and e-mail address. We also believe that we can use our website to facilitate sales of our products as well as increase brand awareness.Committee

~~Our~~We ~~Competition.~~plan ~~The~~to ~~animal feed~~designate ~~industry~~a isCompensation ~~significantly competitive~~Committee. WeThe ~~have~~Compensation ~~competitors~~Committee ~~that~~will ~~have~~be ~~been providing~~responsible ~~traditional animal feed~~for, ~~including~~among ~~chicken~~other ~~pre-mix~~things, ~~for~~(a) ~~many~~reviewing ~~years~~all ~~and have~~compensation ~~more~~arrangements ~~resources~~for ~~than~~the weexecutive ~~do.~~officers ~~Many~~ of ~~those~~the ~~competitors~~Company ~~have~~and ~~significantly greater~~(b) ~~financial,~~administering ~~human~~the ~~and~~Company’s ~~marketing~~stock ~~resources~~option ~~than we have~~plans. AsThe aCompensation ~~result, these~~Committee ~~competitors~~will ~~may~~ be ~~able~~comprised ~~to devote greater resources to the development, promotion, sale and support~~ of ~~their~~nominees ~~products~~Robert ~~than~~Sipper ~~we do. If we do not compete effectively with current~~ and ~~future~~William ~~competitors~~Sipper, weupon ~~may~~their beappointment ~~unable~~ to ~~secure client contracts, or we may be required to reduce~~ our ~~rates in order to compete effectively~~Board. ~~This could result in a reduction in our revenues, resulting in lower earnings or operating losses.~~

~~Many~~Under ~~of our~~NYSE-American ~~competitors~~listing standards, we are required to have ~~substantially~~at ~~greater~~least ~~financial,~~two ~~technical,~~members ~~managerial~~of a compensation committee, ~~marketing~~ ~~and~~all ~~other~~of ~~resources~~whom ~~than~~must webe doindependent directors. Our Board has determined that Robert Sipper and ~~they~~William ~~may~~Sipper ~~compete~~are ~~more~~independent ~~effectively than~~under weNYSE-American ~~can~~listing standards. WeRobert ~~anticipate~~Sipper ~~that~~will ~~competition~~serve ~~will~~as ~~increase~~Chairman inof the ~~future~~committee. WeThe ~~may not~~Compensation ~~successfully~~Committee ~~compete~~will inoperate ~~any~~under ~~market~~a inwritten charter adopted by the Board, which wewill ~~conduct~~be orposted ~~may~~at ~~conduct operations~~our website at www.glucosehealthinc.com.

~~Although we~~Nominating ~~believe our product is unique, other products containing anti-oxidants, mainly from Vitamin E~~ and ~~selenium~~Corporate ~~are~~Governance available on the market. We have spent a significant amount of time and energy researching and conducting studies and tests of our Nutra-Animal product. We hope that provides an advantage for us over our competitors. In addition, our ability to compete effectively will be dependent on our management establishing close relationships with a number of keys clients to constantly work with the client to improve our products.Committee

12We plan to designate a Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will be responsible for overseeing the appropriate and effective governance of the Company, including, among other things, (a) nominations to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and (b) the development and recommendation of appropriate corporate governance principles. The Nominating and Corporate Governance Committee will be comprised of nominees Robert Sipper and William Sipper, upon their appointment to our Board.

~~Government~~Under ~~Regulation.~~NYSE-American ~~Through the~~listing ~~laws~~standards, ~~and~~we ~~regulations~~are ofrequired ~~Canada~~to ~~and~~have ~~the~~at ~~provincial~~least ~~governments~~two members of ~~Quebec~~a ~~and Ontario,~~Nominating ~~our products~~ and ~~services~~Corporate ~~are~~Governance ~~subject~~Committee, toall ~~material~~of ~~regulation~~whom ~~by governmental~~must ~~agencies~~be ~~responsible~~independent ~~for~~directors. ~~the~~Our ~~agricultural~~Board ~~and~~has ~~commerce~~determined ~~industries. As~~Robert ~~such,~~Sipper ~~business~~ and ~~company~~William ~~registrations,~~Sipper ~~production~~are ~~license,~~independent ~~and~~directors ~~our products~~(as ~~are~~defined ~~certified~~under ~~and~~Section ~~must~~803 beof inthe ~~compliance~~NYSE ~~with~~American ~~the~~LLC ~~laws~~Company ~~and~~Guide). ~~regulations of~~Robert ~~provincial~~Sipper ~~and~~will ~~other~~serve ~~local~~as ~~governments~~Chairperson ~~and~~of ~~industry~~the ~~agencies~~committee. ~~Our Nutra-Animal~~The ~~pre-mix~~Nominating ~~has~~and ~~been~~Corporate ~~approved~~Governance ~~for~~Committee ~~sale~~will byoperate ~~the~~under ~~Canadian~~a ~~Food~~written ~~Inspection Agency~~charter ~~under~~adopted ~~No.~~by ~~982676~~the ~~and~~Board, wewhich ~~believe~~will webe ~~are~~posted ~~authorized~~at toour ~~sell~~website ~~Nutra-Animal~~at ~~in the United States~~www.glucosehealthinc.com.

We51 ~~are also~~Table ~~subject~~of to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. We believe that we are in conformity with all applicable laws in Nevada and the United States.Contents

~~Our~~Code ~~Research and Development. Our research and clinical studies have been conducted by Mr. Daniel Venne, a veterinarian, originally on the premises~~ of ~~our~~Business ~~director~~Conduct ~~Gilbert Pomerleau~~ and ~~then~~ ~~on the premises of third parties. To maintain a competitive advantage in the marketplace and keep pace with current developments, we will need to engage in continuous research and development.~~Ethics

~~Intellectual Property.~~ We ~~do not~~plan ~~presently~~to ~~own~~adopt ~~any~~a ~~copyrights,~~code ~~patents,~~of ~~trademarks,~~business ~~licenses,~~conduct ~~concessions or royalties,~~ and weethics ~~may~~that ~~rely~~applies onto ~~certain~~our ~~proprietary~~Company’s ~~technologies~~directors, ~~trade secrets~~officers, and ~~know-how~~future ~~that~~employees, ~~are~~which ~~not~~will ~~patentable.~~be Weposted ~~own~~at ~~the~~our ~~trademark~~website ~~for~~at ~~"NutraAnimal" in Canada~~www.glucosehealthinc.com.

~~As discussed~~Involvement ~~herein,~~ in ~~August~~Certain ~~2008,~~Legal we entered into the Agreement with Ocean granting us an exclusive license to market and sell Ocean’s Nutra-Pro 80-20 animal feed product under Ocean’s trademarks in the sales territory of North America. Ocean has agreed to provide us with the detailed formulation of the product and the production process.Proceedings

Our ~~success~~ ~~will~~director, ~~depend~~nominee ondirectors ~~our ability to continue to develop~~ and ~~pre-mix~~executive ~~and~~officers ~~feed products. We currently~~ have not ~~applied~~been ~~for~~involved ~~patents for our products or formulas, as our management believes an application for such patents would result~~ in ~~public~~any ~~knowledge~~ of ~~our~~the ~~proprietary~~following ~~technology~~events ~~and~~during ~~formulas.~~the Aspast weten ~~do not have patent protection for this technology or formula~~years, weexcept ~~may~~as not be able to protect our rights to this intellectual property, if our competitors discover or illegally obtain this technology or formula. Our inability to protect our rights to this intellectual property may adversely affect our ability to prevent competitors from using our products and developments.noted:

~~We own the Internet domain name “www~~1.~~bio-solutions-corp.com”~~ ~~Under~~any ~~current~~bankruptcy ~~domain~~petition ~~name registration~~filed ~~practices,~~by noor ~~one~~against ~~else~~such ~~can~~person ~~obtain~~or anany ~~identical~~business ~~domain~~of ~~name,~~which ~~but someone~~such ~~might~~person ~~obtain~~was a ~~similar~~general ~~name,~~partner or ~~the~~executive ~~identical~~officer ~~name~~either ~~with~~at athe ~~different suffix,~~time ~~such as “.org”, or with a country designation. The regulation~~ of ~~domain names in~~ the ~~United~~bankruptcy ~~States~~or ~~and~~within intwo ~~foreign~~years ~~countries~~prior ~~is subject~~ to ~~change, and we could be unable to prevent third parties from acquiring domain names~~ that ~~infringe~~ ~~or otherwise decrease the value of our domain names.~~time;

~~Employees~~2. Asexcept offor ~~March~~our 18director nominee, ~~2009,~~ weWilliam ~~have~~Sipper, ~~one~~who ~~full-time~~agreed ~~employee.~~to Wean ~~believe~~Alford weplea ~~may need~~ to ~~hire~~misdemeanor ~~two additional~~sexual ~~employees~~abuse in the ~~next~~District ~~six~~of ~~months~~Columbia soin ~~that~~2013, werelating ~~can~~to ~~service~~conduct ~~the~~at ~~orders. From~~an ~~time-to-time~~industry trade show, weany ~~anticipate~~conviction ~~that~~in wea ~~may~~criminal ~~use~~proceeding ~~the~~or ~~services~~being ofsubject ~~independent contractors~~to ~~and~~a ~~consultants~~pending tocriminal ~~support~~proceeding ~~our~~(excluding ~~expansion~~traffic violations and ~~business development.~~other minor offenses);

~~Facilities~~3. ~~Our~~being ~~executive, administrative~~subject ~~and~~to ~~operating~~any ~~offices~~order, ~~are located at 14517~~judgment, ~~Joseph~~or ~~Marc Vermette~~decree, ~~Mirabel~~ ~~(Québec),~~not ~~Canada~~subsequently ~~J7J 1X2. Ghislaine St-Hilaire~~reversed, ~~our vice president~~suspended, ~~secretary~~ ~~and~~or ~~director~~vacated, ~~provides~~of ~~approximately~~any ~~200~~court ~~square feet~~ of ~~office~~competent ~~space~~jurisdiction, ~~and~~permanently ~~250~~or ~~feet~~temporarily ofenjoining ~~warehousing~~him ~~space~~from ator nootherwise ~~charge.~~limiting ~~Our~~his ~~financial statements~~involvement ~~reflect~~in ~~the~~any ~~fair~~type ~~market value~~ of ~~that~~business, ~~space~~securities, ~~which~~or isbanking ~~approximately $500~~activities ~~per~~or ~~month. Ms. St-Hilaire does not expect~~ to be ~~reimbursed~~associated ~~for providing~~with ~~these~~any ~~facilities.~~person ~~That~~practicing ~~amount has been included~~ in ~~the~~banking ~~financial statements as additional capital contribution by Ms. St-Hilaire. We do not have a lease~~ or ~~written~~securities lease or sublease agreement with Ms. St-Hilaire. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required. We do not own any real estate.activities;

~~Management's~~4. ~~Discussion~~being ~~and Analysis~~found by a court of ~~Financial~~competent ~~Condition~~jurisdiction in a civil action, the Securities and ~~Results~~Exchange ofCommission ~~Operations~~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;

~~Critical Accounting Policy and Estimates~~5. ~~Our~~being ~~Management’s~~subject ~~Discussion and Analysis~~ of ~~Financial Condition and Results of Operations section discusses our financial statements~~, ~~which~~ ~~have~~or ~~been~~a ~~prepared~~party ~~in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management~~ to, ~~make~~any ~~estimates~~federal ~~and~~or ~~assumptions~~state ~~that~~judicial ~~affect~~or ~~the reported~~administrative ~~amounts~~order, ofjudgment ~~assets~~decree, ~~and~~or ~~liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis~~finding, ~~management~~not ~~evaluates~~subsequently ~~its estimates and judgments~~reversed, ~~including those related to revenue recognition~~suspended, ~~accrued~~or ~~expenses~~vacated, ~~financing~~ ~~operations,~~relating ~~and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed~~ to bean ~~reasonable~~alleged ~~under~~violation ~~the circumstances, the results~~ of ~~which form~~any ~~the~~federal ~~basis~~or ~~for~~state ~~making~~securities ~~judgments~~or ~~about~~commodities ~~the~~law ~~carrying~~or ~~value~~regulation, ofany ~~assets~~law ~~and liabilities~~or ~~that~~regulation ~~are~~respecting ~~not~~financial ~~readily~~institutions ~~apparent~~or ~~from~~insurance ~~other~~companies, ~~sources.~~or ~~Actual~~any ~~results~~law ~~may differ~~or ~~from~~regulation ~~these~~prohibiting ~~estimates~~mail ~~under~~or ~~different~~wire ~~assumptions~~fraud or ~~conditions.~~fraud ~~The most significant accounting estimates inherent~~ in ~~the~~connection ~~preparation~~with ofany ~~our~~business ~~financial statements~~entity; ~~include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.~~or

~~These accounting~~6. ~~policies~~being ~~are~~subject ~~described~~of ator ~~relevant~~party ~~sections~~to inany ~~this~~sanction ~~discussion~~or ~~and analysis~~order, ~~and~~not insubsequently ~~the~~reversed, ~~notes~~suspended, toor ~~the~~vacated, ~~financial~~of ~~statements~~any ~~included~~self-regulatory ~~elsewhere~~organization, inany ~~this Registration~~registered ~~Statement~~entity ~~and~~or inany ~~our~~equivalent ~~Annual~~exchange, ~~Report~~association, onentity, ~~Form~~or ~~10-K~~organization ~~for~~that ~~the~~has ~~year~~disciplinary ~~ended December~~authority ~~31,~~over ~~2008~~its members or persons associated with a member.

1352 Table of Contents

~~For~~EXECUTIVE ~~the fiscal year ended December 31, 2008 as compared to the period from inception on March 27, 2007 through December 31, 2007.~~COMPENSATION

~~Results of~~Summary ~~Operations.~~ Compensation Table

~~Revenues.~~The Wefollowing ~~had~~table ~~revenues~~summarizes ~~of $51,647~~information ~~for~~concerning the ~~year~~compensation ~~ended~~awarded ~~December 31~~to, ~~2008,~~earned ~~and revenues of $37~~by,~~951~~ ~~for~~or ~~the period~~paid ~~from inception on March 27, 2007~~ to ~~December 31~~, ~~2007. We~~our ~~hope to~~Chief ~~generate~~Executive ~~greater~~Officer ~~revenues~~(Principal asExecutive weOfficer) ~~continue operations~~ and ~~implement~~Chief ~~our business~~Financial ~~plan. For~~Officer ~~the~~(Principal ~~year~~Accounting ~~ended~~Officer) ~~December~~during ~~31,~~fiscal ~~2008,~~years we2021 ~~had $62,350~~and ~~in total cost of revenues~~2020. This is comprised of $68,936 in beginning inventory, $69,793 in purchases, less $76,379 in ending inventory, resulting in a gross loss of $10,703. This in comparison to the period from inception on March 27, 2007 through December 31, 2007, where we had zero in beginning inventory, $85,081 in purchases, less $68,936 in ending inventory, resulting in total costs of revenues of $16,145 resulting in a gross profit of $21,806.

Operating Expenses. For the year ended December 31, 2008, we had total operating expenses of $514,180. This included professional expenses of $432,786, accounting fees of $9,999, general and administrative expenses of $59,118, and amortization of $12,277. The professional and consulting fees are comprised of legal and consulting expenses related to becoming a public company. We expect that we will continue to incur significant legal and accounting expenses related to being a public company. This is in comparison to the period from March 27, 2007 (inception) through December 31, 2007, where we had total operating expenses of $86,459, which were comprised of professional fees of $49,400, accounting fees of $20,200 and general and administrative expenses of $16,859.

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Options

Awards

($)

All Other

Compensation

($)

Total

($)

Murray Fleming,

2021

24,000

CEO/CFO

2020

~~Net~~Outstanding ~~Income~~Equity ~~or Loss. For~~Awards ~~the~~at ~~year~~Fiscal ended December 31, 2008, and after interest expense of $4,406, we had a net loss of $529,289, with a net loss per share of $0.06. In comparison, for the period from March 27, 2007 (inception) through December 31, 2007, we had a net loss of $64,653 and $0.01 per share. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.Year-End

~~Liquidity~~The ~~and~~Company ~~Capital Resources. We~~ had ~~cash~~no ofoutstanding ~~$810,~~equity ~~accounts~~awards ~~receivable~~at ofthe ~~$6,240~~end ~~and inventory~~ of ~~$76,379~~fiscal asyear ~~of December 31, 2008, which equals our total current assets of $83,429 as of that date~~2021. With our other asset of $111,180 represented by a license, net of amortization, our total assets as of December 31, 2008 were $194,609. In comparison, as of December 31, 2007, we had cash of $7,990, accounts receivable of $2,522 and inventory of $68,936, all of which equals are current total assets of $79,448 as of that date. Our current liabilities were $14,281, as of December 31, 2007, all of which was represented by accounts and accrued expenses.

~~Our current~~Employment/Consulting ~~liabilities were $169~~Contracts,~~040~~ asTermination of ~~December 31~~Employment, ~~2008,~~Change-in-Control which was represented by accounts payable and accrued expenses of $126,107 short term loans of $38,966, and $3,967 due to an officer. In comparison, as of December 31, 2007, our current liabilities were $14,281, all of which was represented by accounts and accrued expenses.Arrangements

~~During the~~On ~~quarter~~July ~~ended December 31~~1, ~~2008~~2021, wethe ~~retired~~Company ~~certain~~entered ~~short~~into ~~term~~a ~~loans totaling~~consulting ~~$125,000~~agreement ~~which~~with ~~were~~a ~~from~~company ~~individuals/companies~~owned ~~for~~by ~~amounts~~our ~~ranging between~~CEO/CFO ~~$5,000~~ and ~~$45~~director,~~000~~ ~~(CD$)~~Murray ~~each~~Fleming. ~~and~~The ~~were~~agreement ~~provided~~provides ~~to us~~ for ~~working capital.~~quarterly ~~These~~payments ~~amounts are short-term in nature as they were due on demand, and we have accrued interest at 5% per annum. Additionally, this amount was converted into 1,041,348 shares~~ of ~~common stock before December 31, 2008. Our total liabilities were also~~ $~~169~~12,~~040~~000 asfor ofa ~~December~~period ~~31, 2008, as compared to total liabilities~~ of ~~$14,281~~12 asmonths ~~of December 31, 2007. We had no other liabilities~~ and nothereafter ~~long~~renews ~~term~~quarterly ~~commitments~~until ~~or contingencies~~terminated asby ofeither ~~December 31, 2008 and as of December 31, 2007~~party.

~~Pursuant to~~On April 1, 2022, we entered into a ~~private~~revised ~~placement~~consulting ~~offering,~~agreement onwith ~~December~~a ~~18,~~company ~~2008,~~owned weby ~~issued~~our anCEO/CFO ~~aggregate~~and ~~of 421~~director,~~502~~ ~~shares~~Murray ofFleming. ~~our~~Pursuant ~~restricted~~to ~~common~~the ~~stock~~consulting atagreement, athe ~~price~~company ofagreed $0that its Principal, Mr.20 ~~USD~~Fleming, ~~per~~shall ~~share in~~provide ~~exchange~~services ~~for~~to ~~cash~~the ofCompany ~~$25,000~~including ~~USD~~serving as CEO, CFO and ~~$59,725~~as ~~CDN~~a ~~raised~~director, ~~from~~with ~~July~~no ~~to September~~fixed ~~2008~~term. ~~Those~~In ~~funds~~consideration ~~were~~of ~~used~~Mr. ~~for~~Fleming’s ~~working~~services ~~capital.~~to Wethe ~~will~~Company, ~~need~~we agreed to ~~raise additional~~pay ~~capital~~$8,000 toper ~~expand~~month, ~~our~~paid ~~operations~~quarterly, to the ~~point~~company, atand ~~which~~for webonus ~~are~~compensation ~~able~~of up to ~~operate~~ ~~profitably~~$100,000 to be paid, upon achievement of various corporate objectives.

~~During 2009,~~The weCompany ~~expect~~has ~~that~~not ~~the~~entered ~~legal~~into ~~and~~employment ~~accounting~~agreements ~~costs~~or ofother ~~being~~compensation aagreements ~~public~~with ~~company will~~its ~~continue~~executive toofficers ~~impact~~and there ~~our~~are ~~liquidity~~no ~~and~~potential wepayments ~~will~~payable ~~need~~ to ~~obtain~~its ~~funds~~executive toofficers ~~pay those~~upon ~~expenses.~~termination ~~Other~~of ~~than~~employment ~~the~~(or ~~anticipated~~contract) ~~increases~~ in ~~legal~~connection ~~and~~with ~~accounting costs due to the reporting requirements of being~~ a ~~reporting~~change ~~company,~~in ~~we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity~~control.

~~Our auditors~~Director have questioned our ability to continue operations as a “going concern.” We hope to obtain significant revenues from future product sales. In the absence of significant sales and profits, we will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. As a result, our auditors believe that substantial doubt exists about our ability to continue operations.Compensation

14On 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.

~~Our~~On ~~Plan~~July of15, ~~Operation for the Next Twelve Months. To effectuate our business plan during the next twelve months~~2019, ~~our~~we ~~main~~issued ~~focus~~a iswarrant to ~~secure~~purchase ~~intellectual~~600,000 ~~property~~shares ~~on existing products as well as seeking rights on complementary products. With the second phase~~ of ~~tests~~Common ~~being~~Stock ~~presently~~at ~~conducted~~an byexercise ~~one~~price of ~~the~~$0.10 ~~major~~per ~~chicken~~share ~~integrator in~~to ~~the~~Hal ~~Canada~~Kravitz, ~~the~~upon ~~first~~his ~~phase~~appointment ~~having~~as ~~been~~a ~~successful,~~Company ~~we should be able to start selling our product across Canada in the second half of 2009~~director. We ~~are currently~~recorded ~~pursuing~~an ~~additional~~expense ~~accounts~~of by$96,720 ~~researching~~based ~~and~~upon ~~contacting medium to large size integrators in~~ the ~~United~~$0.16 ~~States~~quoted toprice ~~convince~~of ~~them to conduct in house tests on~~ our ~~products~~Common Stock. WeThe ~~are~~warrant ~~developing~~was ~~new~~cancelled ~~updated~~on ~~sales~~March ~~and~~22, ~~marketing materials including brochures describing the products that we provide so that we can provide a professional appearance to potential clients~~2022.

~~During the~~On ~~next~~June ~~three~~10, ~~to six months~~2020, ~~our~~we ~~primary~~issued ~~objective~~a iswarrant to ~~strengthen~~purchase ~~our knowledge~~600,000 ofshares ~~the mode~~ of ~~action~~Common ofStock ~~the~~at ~~product~~an toexercise ~~better~~price ~~our~~of ~~positioning in the market~~$0.10 Inper ~~addition,~~share ~~we need~~ to ~~increase~~John ~~our~~Fieldly, ~~client~~upon ~~base~~his soappointment weas ~~can~~a ~~generate revenues~~Company ~~to support our operations~~director. We ~~need~~recorded toan ~~obtain~~expense ~~additional clients as four customers account for approximately 93%~~ of ~~our revenues. During the next six to twelve months~~$440,694 ~~we hope to expand our operations,~~ based onupon the ~~successful testing by prospective clients~~$0.735 ~~We also~~quoted ~~hope~~price toof ~~finalize~~our aCommon ~~pan~~Stock. ~~Canadian distribution~~The ~~agreement~~warrant towas ~~increase~~cancelled ~~our presence~~ on ~~the~~March ~~market~~22, 2022.

WeOn ~~had cash~~February of1, ~~$810~~2022, aswe ofentered ~~December~~into ~~31,~~a ~~2008.~~consulting Inagreement ~~the~~with ~~opinion~~Cascadia ofManaging ~~management~~Brands, ~~our available~~LLC, ~~funds~~a ~~will~~company ~~not~~owned ~~satisfy~~by our ~~working~~director ~~capital~~nominees, ~~requirements~~Robert ~~for~~Sipper, ~~the~~and ~~next twelve~~William ~~months~~Sipper. ~~Our~~ ~~forecast~~Pursuant ~~for~~to the ~~period~~consulting ~~for~~agreement, ~~which~~Cascadia ~~our~~Managing ~~financial resources~~Brands, ~~will~~LLC beagreed ~~adequate~~ to ~~support~~provide ~~our~~services ~~operations~~to ~~involves~~the ~~risks~~Company and ~~uncertainties~~ its President, Robert Sipper and ~~actual~~Managing ~~results~~Partner, ~~could~~William ~~fail~~Sipper, asshall aserve ~~result~~as directors of athe ~~number~~Company immediately upon the effectiveness of ~~factors~~the registration statement. ~~Besides~~ ~~generating~~In ~~revenue~~consideration ~~from~~of ~~our~~Cascadia ~~current~~Managing ~~operations~~Brands, weLLC, ~~will~~Robert ~~need~~Sipper, toand ~~raise additional~~William ~~capital~~Sipper’s services to ~~expand~~the ~~our~~Company, ~~operations~~pursuant to the ~~point~~consulting atagreement, ~~which~~ we ~~are~~agreed ~~able~~ to ~~operate~~ ~~profitably.~~pay ~~Other~~$5,000 ~~than~~per ~~anticipated~~month ~~increases~~to inCascadia ~~the~~Managing ~~legal~~Brands, LLC, and ~~accounting costs~~issue of30,000 ~~becoming~~shares aof ~~public~~the ~~company~~Company’s stock, wewhich are ~~not~~to ~~aware~~be ofearned ~~any~~over ~~other~~the ~~known~~12-month ~~trends, events~~period orof ~~uncertainties,~~the ~~which may affect our future liquidity~~agreement.

We53 ~~intend to~~Table ~~pursue~~of capital through public or private financing as well as borrowings and other sources, such as our officers, directors and principal shareholders. We cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to expand our operations may be significantly hindered. If adequate funds are not available, we believe that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, our officers, directors and principal shareholders are not committed to contribute funds to pay for our expenses.Contents

WeCERTAIN ~~are not~~RELATIONSHIPS ~~currently~~AND ~~conducting~~RELATED ~~any~~PARTY research and development activities, although we anticipate we may conduct such activities in the next twelve months. We do not anticipate that we will purchase or sell any significant equipment. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipmentTRANSACTIONS

~~Off-Balance~~In ~~Sheet~~addition ~~Arrangements. We~~to ~~have~~the nocompensation ~~off-balance~~arrangements, ~~sheet~~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:

~~Description~~· we have been or are to be a participant; · the amount involved exceeded or exceeds $120,000; and · any of ~~Property~~ 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.

~~Property~~Notes ~~held by us. As of the dates specified in the following table~~payable, werelated ~~held no real property. We do not presently own any interests in real estate.~~party:

~~Our~~During ~~Facilities. Our executive,~~April ~~administrative and operating offices are located at 14517~~2019, ~~Joseph Marc~~the ~~Vermette,~~Company ~~Mirabel~~consolidated ~~(Québec),~~several ~~Canada~~notes ~~J7J~~issued ~~1X2.~~to ~~Ghislaine~~the ~~St-Hilaire,~~Company’s ~~our~~CEO/CFO ~~vice president,~~into ~~secretary~~a ~~and~~single ~~one of our directors~~$140,000 ~~provides~~note ~~approximately~~bearing ~~200~~interest ~~square feet of office space as well as 250 feet of warehousing space~~ at no10% ~~charge. Our financial statements reflect the fair market value of that space which is approximately $500~~ per ~~month~~annum. ~~That~~During ~~amount has been included in~~ the ~~financial statements~~year asended ~~additional~~December ~~capital~~31, ~~contribution by Ms. St-Hilaire. We do not have a lease~~2020, ~~written lease or sublease agreement for~~ the ~~premises~~note ~~with~~was ~~Ms. St-Hilaire.~~repaid ~~Ms.~~in ~~St-Hilaire~~full ~~does not expect to be reimbursed for providing these facilities. We believe that our facilities are adequate for our needs~~ and ~~that additional suitable space will be available on acceptable terms as required~~retired.

15Convertible notes payable, related party:

~~Certain~~The ~~Relationships~~Company consolidated 18 separate convertible promissory notes of various principal amounts and ~~Related~~ ~~Transactions~~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.

~~Certain~~Consulting ~~Relationships. Roger Corriveau~~Agreements, ~~our~~related ~~former officer and director, and Ghislaine St-Hilaire may be considered common law spouses.~~party:

~~Related Party~~On ~~Transactions~~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.

InOn ~~May 2007~~April 1, 2022, we ~~issued~~entered ~~Roger~~into ~~Corriveau,~~a revised consulting agreement with a company owned by our ~~former officer~~CEO/CFO and director, 6 Murray Fleming. Pursuant to the consulting agreement,~~000~~ the company agreed that its Principal,~~000~~ ~~shares~~Mr. Fleming, ~~Gilbert~~shall ~~Pomerleau~~provide ~~500,000~~services ~~shares~~to the Company including serving as CEO, CFO and ~~Ghislaine~~as ~~St-Hilaire 1~~a director,~~500,000~~ with no fixed term. In consideration of ~~our~~Mr. ~~common~~Fleming’s ~~stock~~services ~~for~~to athe ~~total~~Company, ~~cash~~we ~~consideration~~agreed ofto pay $8,000 per month, or paid quarterly, to the company, and for bonus compensation of up to $~~0.001~~100,000 ~~per~~to ~~share~~be paid, upon achievement of various corporate objectives.

~~From inception~~On toFebruary ~~the~~1, ~~present~~2022, ~~Roger~~we ~~Corriveau~~entered into a consulting agreement with Cascadia Managing Brands, LLC, a company owned by our ~~former~~director ~~officer~~nominees, ~~and director~~ Robert Sipper, ~~provides~~and ~~approximately~~William ~~200~~Sipper. ~~square~~Pursuant ~~feet~~to ofthe ~~office~~consulting ~~space~~agreement, ~~as well~~Cascadia asManaging ~~250~~Brands, ~~feet~~LLC ofagreed ~~warehousing~~to ~~space,~~provide services to usthe atCompany noand ~~charge.~~its ~~Financial~~President, ~~statements reflect~~Robert asSipper ~~occupancy~~and ~~costs~~Managing Partner, ~~the~~William ~~fair~~Sipper, ~~market~~shall ~~value~~serve as directors of ~~that~~the ~~space~~Company ~~which~~immediately ~~is approximately~~upon ~~$500~~the ~~per~~effectiveness ~~month~~of the registration statement. ~~That~~In ~~amount~~consideration ~~has~~of ~~been~~Cascadia ~~included~~Managing inBrands, LLC, Robert Sipper, and William Sipper’s services to the ~~financial statements~~Company, aspursuant ~~additional~~to ~~capital~~the ~~contribution~~consulting byagreement, ~~Mr.~~we ~~Corriveau.~~agreed Asto ofpay ~~March~~$5,000 16per month to Cascadia Managing Brands, ~~2009~~ LLC, ~~Ghislaine~~and ~~St-Hilaire~~issue ~~has~~30,000 ~~been~~shares ~~providing~~of ~~that~~the ~~space~~Company’s stock, which are to usbe earned over the 12-month period of the agreement.

~~Our~~Policy ~~first order~~on ofFuture ~~raw~~Related-Party materials was purchased from Natural Solutions International, a private company controlled by our Roger Corriveau, our former officer and director. We anticipate that we will continue to purchase goods from Natural Solutions International until we negotiate a direct supply agreement with Ocean for the direct supply of products. For the year ended December 31, 2008 and the period March 27, 2007 through December 31, 2007, we 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 is owed to this company at December 31, 2008 which is included in accounts and accrued expenses payable.Transactions

~~In addition~~Following this offering, ~~the~~all ~~formula~~future ~~for~~transactions ~~Nutra-Animal~~between ~~was~~us ~~developed~~and byour ~~Roger~~officers, ~~Corriveau~~directors, ~~our former officer~~principal stockholders, and ~~director.~~ ~~Mr.~~their ~~Corriveau~~affiliates ~~has~~will ~~agreed~~be toapproved ~~allow~~by usthe ~~to use~~audit ~~that formula at no charge~~committee, ~~although~~or ~~we do not have~~ a ~~formal~~similar ~~agreement~~committee ~~or arrangement~~consisting ~~relating to the use~~ of ~~that~~entirely ~~formula. Beginning~~independent ~~in August 2008~~directors, weaccording ~~have entered into an exclusive license Agreement described herein with Ocean~~ to ~~market and sell its Nutra-Pro 80-20 animal feed product under Ocean’s trademarks in~~ the ~~sales~~terms ~~territory~~ of ~~North~~our ~~America,~~Code ~~so that~~of weBusiness ~~are~~Conduct noand ~~longer dependent on Mr~~Ethics. ~~Corriveau’s company as a supplier.~~

We54 ~~were advanced~~Table ~~$3,967 from officers during the year ended December 31, 2008. These amounts are short-term in nature as they are due on demand, and we have not been charged interest. We anticipate repayment~~ of ~~these advances within the next twelve months.~~Contents

~~There have~~PRINCIPAL ~~been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.~~SHAREHOLDERS

~~With regard~~The following table sets forth certain information with respect to ~~any~~the ~~future~~beneficially ~~related~~owned ~~party~~holdings ~~transaction,~~of: we(1) ~~plan~~each person known to ~~fully~~us ~~disclose~~to ~~any~~ 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 ~~related~~directors ~~party~~and ~~transactions~~executive officers as a group. Applicable percentage ownership before the offering is based on the 13,848,630 ~~including~~shares of Common Stock and 3,780,002 ~~but~~shares ~~not~~of ~~limited~~Preferred Stock convertible to common stock, outstanding as of March 31, 2022. Applicable percentage ownership after the ~~following~~ 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.

· disclose such transactions in prospectuses where required;

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)		3,433,334		19	%	[*]	%
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	%	[*]	%
Gerry David***		0		0	%	[*]	%
Total of Officers and Directors		765,000		4	%	[*]	%

·(1) ~~disclose~~Includes in1,433,334 ~~any~~shares ~~and~~of ~~all~~common ~~filings~~stock, ~~with~~which ~~the~~are ~~Securities~~issuable ~~and~~upon ~~Exchange~~conversion ~~Commission~~of 1,066,667 ~~where~~shares ~~required;~~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) ~~obtain~~Includes ~~disinterested~~1,433,334 ~~directors~~shares ~~consent;~~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 ~~obtain shareholder consent where required.~~director

~~Market~~**resigned ~~for~~March ~~Common~~14, ~~Equity and Related Stockholder Matters~~2022

~~Reports~~***resigned toMarch Security Holders. We are a reporting company with the Securities and Exchange Commission. The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street21, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.2022

~~As of March~~55 ~~18, 2009,~~Table ~~there were 56 record holders~~ of ~~our common stock.~~Contents

~~There~~DESCRIPTION ~~are no~~OF outstanding shares of our common stock which can be sold pursuant to Rule 144. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. We have not agreed to register for sale any shares of common stock held any of our shareholders.SECURITIES

~~There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.~~General

NoThe ~~Equity~~following ~~Compensation~~description ~~Plan. We~~of doour ~~not~~Common ~~have~~Stock ~~any~~and ~~securities~~provisions ~~authorized~~of ~~for~~our ~~issuance~~amended ~~under~~and ~~any~~restated ~~equity compensation~~certificate ~~plan. We~~of ~~also~~incorporation do(the ~~not~~“Amended ~~have~~and anRestated ~~equity~~Certificate ~~compensation~~of ~~plan~~ Incorporation”) and doamended ~~not~~and ~~plan~~restated tobylaws ~~implement~~(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 ~~plan~~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.

16Authorized Stock

~~Recent~~Our ~~Sales~~Amended and Restated Certificate of ~~Unregistered Securities.~~Incorporation ~~There~~authorizes ~~have~~us ~~been~~to noissue ~~sales~~up to 50,000,000 shares of ~~unregistered~~stock, ~~securities~~consisting ~~within the~~of ~~last~~(i) ~~three~~40,000,000 shares of common stock, $0.001 par value per share, (3ii) ~~years~~10,000,000 shares of preferred stock (the “Preferred Stock”), $0.001 par value per share, among which ~~would~~1,000 beshares ~~required~~are todesignated beas ~~disclosed~~Series ~~pursuant~~A ~~to Item~~Voting ~~701~~Preferred ofStock, ~~Regulation~~3,466,668 ~~S-K~~shares are designated as Series B Preferred Stock, ~~except~~866,668 ~~for~~shares ~~the~~are ~~following:~~designated as Series C Preferred Stock, 300,000 shares are designated as Series D Preferred Stock, and 460,000 shares are designated as Series E Preferred Stock.

InAs ~~May 2007~~of March 31, 2022, we ~~issued~~had ~~Roger Corriveau~~13,848,630 ~~our~~shares ~~former~~of ~~officer~~Common Stock outstanding and ~~director,~~ 63,~~000~~781,~~000~~ 002 shares, ~~Gilbert~~of ~~Pomerleau~~Preferred ~~500,000~~Stock ~~shares,~~outstanding. ~~and~~The ~~Ghislaine~~authorized ~~St-Hilaire~~but ~~1,500,000~~unissued shares of our ~~common~~Common ~~stock~~Stock ~~for~~and aPreferred ~~total~~Stock ~~cash~~are ~~consideration~~available offor ~~$8,000,~~future orissuance ~~$0.001~~without ~~per~~shareholder ~~share~~approval. ~~The~~ These additional shares ~~were~~may ~~issued~~be inused for a ~~transaction~~variety ~~which~~of wecorporate ~~believe~~finance ~~satisfies~~transactions, ~~the requirements~~acquisitions, ofand ~~that~~employee ~~certain~~benefit ~~exemption~~plans. ~~from~~The ~~the~~existence ~~registration~~of authorized but unissued and ~~prospectus delivery~~unreserved ~~requirements~~Common ofStock ~~the~~and ~~Securities~~preferred ~~Act~~stock ofcould ~~1933,~~make asmore ~~amended,~~difficult ~~which~~or ~~exemption is~~discourage ~~specified~~an byattempt ~~the~~to ~~provisions~~obtain control of ~~Section~~us 5by means of ~~that~~a ~~act~~proxy ~~and~~contest, ~~Regulation S~~tender offer, merger or otherwise.

~~From~~In ~~June~~ order to ~~September~~meet ~~2007,~~the welisting ~~issued~~standards ~~1,286,500 shares~~ of ~~our~~the ~~common stock for $0.10 per share. The gross proceeds to us were $128~~NYSE-American,~~650.00.~~ ~~The~~which ~~shares~~include ~~were issued in~~ a ~~transaction~~ ~~which~~minimum westock ~~believe~~price, ~~satisfies~~prior ~~the~~to ~~requirements~~consummation of ~~that~~this ~~certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933~~offering, aswe ~~amended,~~plan ,to ~~which~~effect ~~exemption~~a isreverse ~~specified~~stock ~~by the provisions of Section 5 of that act and Regulation S~~split.

~~Pursuant to~~Common a private placement offering, on December 18, 2008, we issued an aggregate of 421,502 shares of our restricted common stock at a price of $0.20 USD per share in exchange for cash of $25,000 USD, and $59,725.00 CDN raised from July to September 2008, as reported in our most recent quarterly report on Form 10-Q. The shares were issued to a total of seven purchasers in transactions which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 5 of that act and Regulation S promulgated pursuant to that act by the Securities and Exchange Commission. The proceeds were used for working capital. The amount was reflected as a liability for stock to be issued on the balance sheet as of the quarter ending September 30, 2008 since we did not issue the shares at the time of subscription.Stock

~~To convert~~Voting outstanding loans to stock, on December 18, 2008, we issued an aggregate of 916,343 shares of our common stock to certain holders of certain outstanding promissory notes in the amount of $115,000 CDN, who elected to convert the amounts due at the conversion price of $0.12 USD per share. We issued an aggregate of 124,998 shares of our common stock to certain holders of certain outstanding promissory notes in the amount of $15,000 USD, who elected to convert the amounts due at the conversion price of $0.12 USD per share. The shares were issued in transactions which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 5 of that act and Regulation S promulgated pursuant to that act by the Securities and Exchange Commission. The original promissory notes were short term loans for amounts ranging between $5,000 and $45,000 (CD$) each and were provided to us for working capital.Rights

~~On October~~Holders ~~30,~~of ~~2008, we~~our ~~issued~~Common Stock are entitled to ~~1,550,000~~one ~~shares~~vote offor ~~common~~each ~~stock~~share held on all matters submitted to ~~three consultants~~a invote ~~exchange~~of ~~for~~shareholders ~~services~~and ~~provided~~do tonot ~~us,~~have ~~which were~~cumulative ~~valued~~voting atrights. ~~$310~~However,~~000~~ orholders ~~$0.20~~of ~~per~~Common ~~share.~~Stock ~~The~~shall ~~shares~~not ~~were~~be ~~issued in~~entitled ~~transactions~~to ~~which~~vote weon ~~believe~~any ~~satisfies~~amendment to the ~~requirements~~Amended and Restated Certificate of Incorporation that ~~exemption from~~relates solely to the ~~registration~~terms ~~and~~of ~~prospectus~~one ~~delivery~~or ~~requirements~~more outstanding series of Preferred Stock, if the ~~Securities~~holders ~~Act~~ of ~~1933~~such affected series are entitled, ~~which~~either ~~exemption~~separately isor ~~specified~~together byas a class with the ~~provisions~~holders of ~~Section~~one 5or ofmore ~~that~~other ~~act and~~such ~~Regulation~~series, Sto ~~promulgated~~vote pursuant to ~~that~~the ~~act~~Amended byand Restated Certificate of Incorporation. Holders of our Common Stock has the ~~Securities~~exclusive right to vote for the election of directors and ~~Exchange Commission~~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.

~~Penny~~Liquidation stock regulation. Shares of our common stock will probably be subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00, except for 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 securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:Dissolution

·In athe ~~description~~event of ~~the~~our ~~nature~~liquidation ~~and~~or ~~level~~dissolution, the holders of ~~risk~~Common inStock are entitled to receive all assets of the ~~market~~Company available for ~~penny~~distribution ~~stocks~~to inits ~~both~~stockholders, ~~public~~subject ~~offerings~~to ~~and~~any ~~secondary~~preferential ~~trading;~~or other rights of any then-outstanding Preferred Stock.

· 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 violation to such duties or other requirements of securities’ laws;Dividends

·Holders aof ~~brief,~~Common ~~clear,~~Stock ~~narrative~~are ~~description~~entitled ofto areceive ~~dealer~~proportionately ~~market,~~any ~~including~~dividends ~~“bid”~~as ~~and~~may ~~“ask”~~be ~~prices~~declared ~~for~~by ~~penny~~our ~~stocks~~board ~~and~~of ~~the~~directors, ~~significance~~subject ofto ~~the~~any ~~spread~~preferential ~~between~~dividend ~~the~~rights ~~“bid”~~of ~~and~~outstanding ~~“ask”~~preferred ~~price;~~stock.

·56 aTable ~~toll-free~~of ~~telephone number for inquiries on disciplinary actions;~~Contents

·Pre-emptive ~~definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and~~Rights

·The ~~such~~holders ~~other~~of ~~information~~our ~~and~~Common isStock ingenerally ~~such~~do ~~form,~~not ~~including~~have ~~language,~~pre-emptive ~~type,~~rights ~~size~~to ~~and~~purchase ~~format,~~or assubscribe ~~the~~for ~~Securities~~any ~~and~~of ~~Exchange~~our ~~Commission~~capital ~~shall~~stock ~~require~~or byother ~~rule~~Common ~~or regulation~~Stock.

~~Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:~~Redemption

·The ~~the~~shares ~~bid~~of ~~and~~our ~~offer~~Common ~~quotations~~Stock ~~for~~are ~~the~~not ~~penny~~subject ~~stock;~~to redemption by operation of a sinking fund or otherwise.

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

·Our ~~the~~board ~~number~~ of ~~shares~~directors is empowered, upon stockholder approval, to ~~which~~issue ~~such~~shares ~~bid~~of ~~and~~preferred ~~ask~~stock ~~prices~~with ~~apply~~dividend, liquidation, redemption, voting or other ~~comparable~~rights ~~information~~which ~~relating~~could toadversely affect the ~~depth~~voting ~~and~~power ~~liquidity~~or other rights of the ~~market~~holders ~~for~~of ~~such~~Common Stock. In addition, the preferred stock; ~~and~~could be utilized as a method of discouraging, delaying, or preventing a change in control of us.

·Series ~~monthly~~A ~~account~~Voting ~~statements~~Preferred ~~showing the market value of each penny stock held in the customer’s account.~~Stock

~~In addition~~As of March 31, ~~the~~2022, ~~penny~~there ~~stock~~are ~~rules~~1,000 ~~require~~shares ~~that~~of ~~prior~~Series toA aVoting ~~transaction~~Preferred inStock aoutstanding. ~~penny stock~~For ~~not~~so ~~otherwise~~long ~~exempt~~as ~~from~~any ~~those~~shares ~~rules,~~of ~~the~~Series ~~broker-dealer~~A ~~must~~Voting ~~make~~Preferred ~~a special~~Stock ~~written~~remain ~~determination~~issued ~~that~~and outstanding, the ~~penny~~holders ~~stock~~hereof isshall apossess ~~suitable~~more ~~investment~~than ~~for~~ 50% of the ~~purchaser~~voting ~~and~~power ~~receive~~of the ~~purchaser’s~~capital ~~written~~stock ~~acknowledgment~~ of the ~~receipt of~~Corporation. aThe ~~risk~~Series ~~disclosure~~A ~~statement,~~Voting aPreferred ~~written~~Stock ~~agreement~~shall tohave ~~transactions~~the ~~involving penny~~right ~~stocks,~~to ~~and~~vote aat ~~signed~~any ~~and~~meeting ~~dated copy~~ of astockholders, ~~written~~or ~~suitably statement. These~~by ~~disclosure~~consent ~~requirements~~pursuant ~~may~~to ~~have~~Section ~~the~~228 ~~effect~~ of ~~reducing~~ the ~~trading~~Delaware ~~activity~~General inCorporation Law (the ~~secondary~~“DGCL”), ~~market~~the ~~for~~number aof ~~stock~~votes ~~that~~equal ~~becomes subject~~ to ~~the~~all ~~penny stock rules. Holders of~~ shares of ~~our~~Common ~~common stock~~Stock ~~may~~which ~~have~~are ~~difficulty~~then ~~selling~~issued ~~those~~and ~~shares~~outstanding, ~~because~~plus ~~our~~an ~~common~~additional ~~stock~~10,000 ~~will probably be subject to the penny stock rules~~shares.

17The 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.

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

~~Any compensation~~Series ~~received~~B byPreferred our officers, directors, and management personnel will be determined from time to time by our Board of Directors. As 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.Stock

~~Summary~~As ~~Compensation Table. The~~March ~~table~~31, ~~set~~2022, ~~forth~~there ~~below~~are ~~summarizes~~2,133,334 ~~the~~shares ~~annual~~of ~~and long-term~~Series ~~compensation~~B ~~for~~Preferred ~~services~~Stock inoutstanding. ~~all~~During ~~capacities~~the totime usthat ~~payable~~any toshares ~~our~~of ~~chief executive~~Series ~~officer~~B ~~and~~Preferred ~~our~~Stock ~~other~~are ~~executive~~issued ~~officers~~and ~~for~~outstanding, the ~~period~~holders ~~from~~shall ~~March~~be 27entitled to receive, ~~2007~~ ~~(inception)~~and tothe ~~December~~Company 31shall pay, ~~2008. Our~~cumulative ~~Board~~dividends on each share of ~~Directors~~Series ~~may adopt~~B anPreferred ~~incentive~~Stock ~~stock~~at ~~option~~the ~~plan~~rate ~~for~~of ~~our~~10% ~~executive~~of ~~officers~~the ~~which~~stated ~~would result~~value inof ~~additional~~$0.075 ~~compensation~~per share per year, payable quarterly commencing on July 1, 2019.

		Annual Compensation			Long Term Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Awards		Payouts	All Other Compensation
					Restricted Stock Awards ($)	Securities Underlying Options/SARs (#)	LTIP Payouts ($)
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

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

~~Employment~~Each ~~Contracts~~share ~~and Termination~~ of ~~Employment.~~Series WeB doPreferred ~~not~~Stock ~~anticipate~~shall ~~that~~be weconvertible ~~will~~into ~~enter~~one ~~into~~share ~~any employment~~of ~~contracts~~common ~~with~~stock ~~any~~at ofthe ~~our~~holder’s ~~employees~~election in a cashless conversion. WeAny ~~have~~accrued nobut ~~plans~~unpaid ordividends ~~arrangements in~~may ~~respect~~be ofconverted ~~remuneration~~to ~~received~~shares orof ~~that~~common ~~may~~stock bein ~~received~~the byBoard ~~our~~of ~~executive officers~~Directors’ todiscretion, ~~compensate~~in such ~~officers~~amount indetermined by dividing (x) the ~~event~~stated value of ~~termination~~such shares of ~~employment~~ Series B Preferred Stock by (asy) athe ~~result~~amount of ~~resignation~~accrued orbut ~~retirement)~~unpaid dividends.

~~Outstanding~~The ~~Equity~~Company ~~Awards.~~has ~~As of~~the ~~December 31~~right, ~~2008,~~in the ~~following~~sole ~~named~~and ~~executive~~absolute ~~officers~~discretion ~~had~~of the ~~following unexercised~~Board ~~options~~of Directors of the Company and at a time of its choosing, ~~stock~~to ~~that~~redeem ~~has~~or ~~not~~convert ~~vested~~to common shares, ~~and~~any ~~equity~~or ~~incentive~~all ~~plan awards:~~of the shares of the Series B Preferred Stock.

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

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.

NoSeries ~~Equity~~C ~~Compensation~~Preferred ~~Plan. We do not have any securities authorized for issuance under any equity compensation plan.~~Stock

~~Stock~~As ~~Options/SAR~~of March ~~Grants~~31, 2022, there are 866,668 Series C Preferred Stock outstanding. ~~No grants~~During the time that any shares of ~~stock~~Series ~~options~~C orPreferred ~~stock~~Stock ~~appreciation~~are ~~rights~~issued ~~were~~and ~~made~~outstanding, ~~since~~the ~~our~~holders ~~date~~shall be entitled to receive, and the Company shall pay, cumulative dividends on each share of ~~incorporation~~ Series C Preferred Stock at the rate of 10% of the stated value of $0.075 per share per year, payable quarterly commencing on ~~March~~July 271, ~~2007~~2020.

~~Long-Term Incentive~~57 ~~Plans.~~Table ~~There~~of are no arrangements or plans 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 paid to our directors or executive officers.Contents

~~Director~~Holders ~~Compensation.~~of ~~Our directors~~Series ~~received~~C ~~the~~Preferred ~~following~~Stock ~~compensation~~do ~~for~~not ~~their~~have ~~service as directors during~~ the ~~period~~right ~~from~~to ~~March~~vote. ~~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

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.

18The 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.

~~Financial Statements~~Series D Preferred Stock

~~The financial~~As ~~statements~~of ~~required~~ March 31, 2022, there are ~~presented~~300,000 inSeries D Preferred Stock outstanding. During the ~~following order:~~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.

	Report of Independent Registered Public Accounting Firm	20
	Balance Sheets as of December 31, 2008 and 2007	21

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

~~Statements~~Each share of ~~Operations~~Series ~~and~~D ~~Accumulated~~preferred ~~Other~~stock ~~Comprehensive~~shall ~~Loss~~be ~~For~~convertible into one share of common stock at the ~~Year~~holder’s ~~Ended~~election ~~December~~in ~~31,~~a ~~2008~~cashless ~~and~~conversion. ~~For~~Any accrued but unpaid dividends may be converted to shares of common stock in the ~~Period~~Board ~~From~~of ~~March~~Directors’ 27discretion, ~~2007~~in such amount determined by dividing (~~Inception~~x) tothe ~~December~~stated ~~31,~~value ~~2007~~of 22such shares of Series D Preferred Stock by (y) the amount of accrued but unpaid dividends.

~~Statements~~The ofCompany ~~Changes~~has the right, in ~~Stockholders’~~the ~~Equity~~sole ~~(Deficit)~~and ~~For~~absolute discretion of the ~~Year~~Board ~~Ended~~of ~~December~~Directors ~~31,~~of ~~2008~~the Company and ~~For~~at ~~the~~a ~~Period~~time ~~From~~of ~~March~~its 27choosing, ~~2007~~to ~~(Inception)~~redeem or convert to ~~December~~common 31shares, ~~2007~~any 23or all of the shares of the Series D Preferred Stock.

	Statements of Cash Flows For the Year Ended December 31, 2008 and For the Period From March 27, 2007 (inception) to December 31, 2007	24
	Notes to Financial Statements	25

Series E Preferred Stock

19As 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.

~~Report~~ Holders of ~~Independent~~Series ~~Registered~~E ~~Public~~Preferred ~~Accounting~~Stock ~~Firm~~do not have the right to vote.

ToEach 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.

~~Bio-Solutions Corp~~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.

WeTransfer ~~have audited~~Agent ~~the accompanying balance sheets of Bio-Solutions Corp. (the "Company") as of December 31, 2008~~ and 2007, and the related statements of operations and accumulated other comprehensive loss, changes in stockholders' equity (deficit) and cash flows for the year ended December 31, 2008 and period March 27, 2007 (Inception) through December 31, 2007. Our responsibility is to express an opinion on these financial statements based on our audits.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.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.Warrants

InWe ~~our opinion,~~currently ~~the~~do ~~financial~~not ~~statements~~have ~~referred~~any tooutstanding ~~above present fairly, in all material respects, the financial position of Bio-Solutions Corp~~warrants. 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.

~~The accompanying~~58 ~~financial~~Table ~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in process~~ of executing its business plan and expansion. The Company has not generated significant revenue to this point, however, has been successful in raising funds in their private placement. The lack of profitable operations and the need to continue to raise funds raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result form the outcome of this uncertainty.Contents

~~/s/KBL~~The following summary of certain terms and provisions of the Warrants that are being offered hereby is not complete and is subject to, ~~LLP~~ 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.

~~New~~Duration ~~York~~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, NY 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.

~~March~~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, ~~2009~~ 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.

20Cashless 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 elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Warrants.

~~BIO~~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-~~SOLUTIONS CORP~~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 NYSE 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 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.

Table of Contents

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 NYSE-American 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 NYSE-American.

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.

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.

Table of Contents

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 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 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 the Representative and related persons in connection with this offering: (i) fully comply with lock-up restrictions pursuant to FINRA Rule 5110(e)(1); and (ii) fully comply with transfer restrictions pursuant to FINRA Rule 5110(e)(2).

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

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Lock-up Agreements

Indemnification

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

Other Relationships

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

Stock Exchange

We intend to apply for listing of our Common Stock and Warrants on the NYSE-American 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 NYSE-American.

Price Stabilization, Short Positions

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

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

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our shares of Common Stock while this offering is in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These transactions may also include making short sales of our shares of Common Stock, which involve the sale by the underwriters of a greater number of shares of Common Stock than they are required to purchase in this offering and purchasing shares of Common Stock on the open market to cover short positions created by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “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 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 NYSE-American, in the over-the-counter market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. Neither we, nor any of the underwriters make any representation that the underwriters will engage in these stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.

Determination of Offering Price

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

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

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

Affiliations

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

Electronic Distribution

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

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Selling Restrictions

Canada

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

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

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

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Regulation, or each, a Relevant Member State, an offer to the public of any shares of our Common Stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our Common Stock may be made at any time under the following 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, 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 authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the 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 part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our Common Stock.

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INDEX TO FINANCIAL STATEMENTS

		PAGE
Interim Financial Statements 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		F-16
Balance Sheets as of December 31, 2021, and 2020		F-19
Statements of Operations for the years ended December 31, 2021, and 2020		F-20
Statement of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2021, and 2020		F-21
Statements of Cash Flows for the years ended December 31, 2021, and 2020		F-22
Notes to Financial Statements		F-23

F-1

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GLUCOSE HEALTH, INC.

BALANCE SHEETS

DECEMBER 31, 2008 AND 2007

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		-			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		-			-

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 3,466,668 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 -0- 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

		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.

21F-2 Table of Contents

~~BIO-SOLUTIONS CORP~~GLUCOSE HEALTH INC.

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

FOR THE ~~YEAR~~THREE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2008 AND~~

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

	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		106,916			56,134
General and administrative		34,547			11,879
Professional fees		69,566			23,376
Services paid in stock		103,114			-
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

	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.

23F-3 Table of Contents

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		$	-

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.

24F-4 Table of Contents

~~BIO-SOLUTIONS CORP~~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			-
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		-			-

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

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

14517, Joseph Marc Vermette, Mirabel (Québec), Canada

(Address of registrant's principal executive offices)

(Zip Code)

(888) 686-2611

(Registrant's Telephone Number, Including Area Code)

Filing Compare · Glucose Health, Inc.