================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)

    [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2008
                                               -------------
    [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

     For the transition period from             to             .
                                   -------------  -------------

                       Commission file number: 333-147084

                                  GLANCE, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


              Nevada                                   83-0506099
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                          795 Folsom Street, 1st Floor
                             San Francisco, CA 94107
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (415) 848-3030
                           ---------------------------
                           (Issuer's telephone number)


Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of each exchange on which
    Title of each class                                    registered
-------------------------                    ----------------------------------
          None                                                None

Securities registered under Section 12(g) of the Exchange Act:

                                      None
                                ----------------
                                (Title of Class)

<page>

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes   [X]      No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.  [X]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes [ ]   No   [X]

State issuer's revenues for its most recent fiscal year:      Nil
                                                          -----------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

                          $148,100 as at August 4, 2008
                          -----------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

               7,405,000 shares of common stock at August 4, 2008
               --------------------------------------------------

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format (Check One):  Yes [ ]  No  [X]
-------------------------------------------------------------------------------

<page>

TABLE OF CONTENTS
-----------------
                                                                           Page
PART I                                                                     ----
------
ITEM   1:  DESCRIPTION OF BUSINESS............................................4
ITEM   2:  DESCRIPTION OF PROPERTY...........................................11
ITEM   3:  LEGAL PROCEEDINGS.................................................12
ITEM   4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............12

PART II
-------

ITEM   5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........12
ITEM   6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.........13
ITEM   7:  FINANCIAL STATEMENTS..............................................15
ITEM   8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURES..................................28
ITEM 8A: CONTROLS AND PROCEDURES.............................................28

PART III
--------
ITEM   9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS......28
ITEM 10:  EXECUTIVE COMPENSATION.............................................31
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....33
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................33
ITEM 13:  EXHIBITS AND REPORTS...............................................35
ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES ............................35


<page>


                                     PART I

ITEM 1:  DESCRIPTION OF BUSINESS

                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the  Securities  Act and  Section 21E of the  Exchange
Act, that are based on the beliefs of our management as well as assumptions made
by and information  currently  available to us. When we use the words "believe,"
"plan,"  "will  likely  result,"   "expect,"   "intend,"  "will  continue,"  "is
anticipated,"  "estimate,"  "project,"  "may," "could,"  "would,"  "should," and
similar  expressions in this Form 10-KSB as they relate to us or our management,
we are  intending  to identify  forward-looking  information  statements.  These
statements  reflect our current  views with  respect to expected  future  plans,
initiatives,  operating conditions and other potential events and are subject to
certain risks, assumptions,  and uncertainties.  The statements contained herein
that are not purely historical are forward-looking  statements including without
limitation  statements  regarding  our  expectations,   beliefs,  intentions  or
strategies  regarding the future. Such statements include information  contained
in this Form 10-KSB regarding  pending legal proceedings and the results thereof
as well as any statements regarding our future product development, governmental
or other regulatory approval prospects and related matters.  All forward-looking
statements  included in this document or  incorporated  by reference  herein are
based on  information  available  to us on the date  hereof,  and we  assume  no
obligation to update any such  forward-looking  statements.  Our actual  results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements as a result of certain  factors,  including  those set forth in "Risk
Factors" below.

Business Overview

General
-------
We were  incorporated  in the  State of  Nevada on  August  17,  2006.  We are a
start-up  stage  corporation  with limited  operations  and no revenues from our
business  operations.  For the period ended June 30, 2008, and 2007 we generated
no revenue.  Our business office is located at 795 Folsom Street, 1st Floor, San
Francisco, CA 94107. Our telephone number is (415) 887-8853.

Industry Overview

Our business
------------
We plan to develop, produce, market, and sell line of natural bath and body care
products free from skin-unfriendly  ingredients. We will only use natural blends
of essential oils,  distillates and plant extracts in our  formulations and will
avoid using  synthetic  fragrances,  harsh  sulphates and synthetic  colors.  We
intend   to    become   a    company    that    gives    consumers    effective,
environmentally-friendly  alternatives to mass-produced  and synthetic  chemical
products.

Our business  strategy is based on the following  major  principles we intent to
follow:

         -All ingredients we will use are from natural origin.
         -Our products will be free from genetically modified ingredients,
          harsh petrochemicals, chemical preservatives.
         -Fragrances  used in our  products  will be mostly  composed of organic
          essential oils.
         -Our products will not be tested on animals.

                                       -4-

<page>

         -Packaging  of our product will be designed in a way that is respectful
         to the environment.

Our business consists of three main areas of activity:

1.       Development of new products:

         Our business relies on independent  contract  manufacturer who offers a
         turnkey  solution.  Our contract  manufacturer  is  developing a custom
         formulation  for our  new  products  based  on our  specifications  and
         requirements. It sources all the necessary ingredients for our line and
         we are working  closely with its chemist  until the first lab sample is
         ready for your review.

2.       Production:

         Upon approval of newly developed  formulas,  our contract  manufacturer
         manufactures  and  packages our line of products in its  facilities  in
         quantities  determined  by us and ships  our  products  to our  storage
         facility or directly to our customers.

3.       Marketing and sales of our products

         We will start selling our products through independent distributors, as
         well as spas,  beauty salons and boutiques,  health food stores, on our
         website and through  other  online  retailers.  We intend to market our
         products  by  placing  advertisements  on fashion  and  beauty-oriented
         websites,  magazines and by attending consumer  tradeshows  targeted to
         spas and beauty industry.

As of the date of this annual report we have engaged a contract manufacturer who
has developed  our first line of natural bath and body care products  consisting
of body wash, body oil, and lip balm. We have paid to this  manufacturer  $2,250
in relation to R&D costs for  development of these  products.  We have finalized
and approved  product  samples and  currently  working on packaging  design.  In
addition we have contracted this manufacturer to produce our "Sugar  Collection"
line of body care  products.  In July of 2008 we have received  first samples of
these  products.  A detailed  description  of "Sugar Body  Scrub",  "Sugar Sweet
Shower  Wash" and "Sugar  Smoothie  Body Cream" is  available  on our website at
www.glancecosmetics.com  We expect, subject to financing,  placing our order for
development  of additional  products,  such as "Sea Salt  Collection"  with this
manufacturer as well.

All formulas developed by our contract manufacturer will remain property of this
contract  manufacturer,  unless we negotiate an  acquisition  of rights to these
formulas. Currently we do not intend to acquire the rights to these formulas.

Competition
-----------
We face fierce competition from well established natural cosmetic, bath and body
care product  companies as well as other emerging  companies that  specialize in
natural and organic body care.  These  competitors may be very well  established
and well funded and may attract our potential customers with a wider variety and
better  quality of products,  which could  significantly  reduce our revenue and
profitability.


Well established natural cosmetic, bath and body care companies.
----------------------------------------------------------------
Some of these companies have a long history,  devoted  customer base and variety
of lines and products that already on shelves and proven to be


                                       -5-
<page>


successful in selling of their products.  Those companies  include,  but are not
limited  to:  The Body  Shop,  Fresh,  Kiss My  Face,  JASON  Natural  Cosmetics
(division of The Hain Celestial Group, Inc) , and Aubrey Organics to name a few.
More and more existing  cosmetic and body care companies,  fashion designers and
cosmetologists introduce new lines of products that are all natural or certified
organic.  For example,  the newly introduced  Stella  McCartney's 100% certified
organic CARE line.  Some of these  companies  are very well  established,  known
worldwide  for their  quality  products  and are well  funded.  We face  serious
competition from these companies that may cause us to cease operations.


Many of our competitors and potential new competitors have:

o        longer operating histories;
o        greater name recognition in some markets;
o        larger customer bases; and
o        significantly greater financial, technical and marketing resources.

These competitors may also be able to:

o        undertake more extensive marketing campaigns for their brands and
         services;
o        adopt more aggressive advertising pricing policies and
o        make more attractive offers to potential employees, distribution
         partners, commerce companies and advertisers.

Our  competitors  may develop  content that is better than ours or that achieves
greater market  acceptance.  It is also possible that new competitors may emerge
and acquire  significant  market  share.  This could have a material and adverse
effect on our business, financial condition and results of operations.

Marketing
---------

Glance  intends  to build  the  Glance  Naturelle  brand  through  a  three-tier
strategy, which includes intra-industry promotion,  direct-to-consumer promotion
and several major mass-media targeted campaigns.


Intra-industry  promotion  will involve,  subject to financing,  attendance  and
product  exhibition at major natural products  industry trade shows, such as the
Natural Products Expo West show  (www.expowest.com),  Natural Products Expo East
show  (www.expoeast.com),  IBS New York/American Spa Expo. We will target beauty
industry   distributors   and  buyers  as  well  as  brokers  and   distributors
specializing in natural and organic products distribution.


Direct-to-consumer promotion will involve, subject to financing, media purchases
in magazines,  television,  newspaper and online advertising  targeted to Glance
Naturelle's  target  audiences.  Glance  will  create a sales  kit to be sent to
distributors  and brokers and intend to generate  consumer  interest via various
internet portal sites and a viral marketing campaign.


Mass-media  promotion  will  include,  subject to financing,  conducting  public
relations  campaigns,  generating press releases,  holding or sponsoring  events
with the purpose of receiving  publicity in the media,  creating a press kit for
the Glance Naturelle brand and maintain positive  relationships  with members of
the media.  Glance intends,  subject to financing,  to subcontract some of these
services to professionals with more expertise, such as agencies that specializes
in public relations.




                                       -6-
<page>

Employees
---------
We have no employees as of the date of this report other than our two directors.

Research and Development Expenditures
-------------------------------------
As of the  date  of this  annual  report  we have  incurred  $4,017  in  product
development costs.

Subsidiaries
------------
We do not have any subsidiaries.

Patents and Trademarks
----------------------
We have  applied  for a U.S. trademark  for  "Glance Naturelle"  with  the  U.S.
Trademark and Patent Office. The serial number for the application  is 77401914.
As of the date of this annual report our  trade  mark  was  not  registered, and
there is no assurance if we will be successful in our trade mark registration.


Risk Factors
------------
An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks  described  below  together  with all of the other
information  included  or  incorporated  by  reference  in this Form 10-K before
making an investment  decision.  If any of the following risks actually  occurs,
our  business,  financial  condition or results of operations  could  materially
suffer.  In that case, the trading price of our common stock could decline,  and
you may lose all or part of your investment.

Risks Related to Our Business

1. There is substantial uncertainty as to whether we will continue operations.
------------------------------------------------------------------------------

Our auditors have discussed their uncertainty  regarding our business operations
in their audit report dated July 29, 2008.  This means that there is substantial
doubt that we can continue as an ongoing  business  for the next 12 months.  The
financial  statements do not include any adjustments  that might result from the
uncertainty  about our ability to continue in business.  As such, we may have to
cease  operations  and  the  company's  shareholders  could  lose  their  entire
investment.


2. We lack an operating history and have losses which we expect to continue into
the  future.  There  is no  assurance  our  future  operations  will  result  in
profitable  revenues.  If we cannot  generate  sufficient  revenues  to  operate
profitably, our business will fail.
--------------------------------------------------------------------------------

We were  incorporated  on August 17, 2006 and we have not realized any revenues.
We have very little  operating  history upon which an  evaluation  of our future
success or failure can be made. Our net loss since  inception on August 17, 2006
to June 30, 2008, is $71,697.


Based upon current plans, we expect to incur operating  losses in future periods
because we will be incurring  expenses  with revenues not  sufficient  enough to
cover  these  expenses.  We  cannot  guarantee  that we will  be  successful  in
generating revenues in the future. Failure to generate revenues will cause us to
go out of business.


                                       -7-
<page>


3. The  beauty  business is  highly competitive, and if we are unable to compete
effectively our business will fail.
--------------------------------------------------------------------------------

We face vigorous  competition from domestic and  multinational  consumer product
companies.  All of these  competitors have greater  resources than we do and are
able to respond to changing  business and economic  conditions more quickly than
us.  Competition  in the beauty  business  is based on  innovation,  reputation,
pricing of  products,  perceived  value,  service to the  consumer,  promotional
activities,  advertising, special events, new product introductions,  electronic
commerce  initiatives  and  other  activities.   All  these  activities  require
significant  financial  resources.   If  we  will  be  unsuccessful  in  raising
additional  working  capital  we will not be able to  sustain  competition.  Our
ability to compete will also depend on the continued  strength of our brand, our
ability to attract and retain key talent and other personnel,  the efficiency of
product  development  and marketing and our ability to protect our  intellectual
property.  Our inability to compete  effectively with domestic and multinational
consumer product companies will have an adverse impact on our business.


4. Because we have not yet completed  development of our bath and body care line
of products, it is difficult to evaluate market acceptance of our products.
--------------------------------------------------------------------------------

We are still in the process of developing of our natural bath and body care line
of products. Because we have not yet completed development of all of our planned
bath and body care products and have not done any market testing it is difficult
to evaluate market acceptance of these products.  There can be no guarantee that
our products will attract potential  customers or create any demand and generate
sales.  If our line of products do not achieve market  acceptance,  our business
may fail.


5. If we become subject to product liability claims, our financial results could
be negatively affected.
--------------------------------------------------------------------------------

If successful in commercializing  our products,  we will be exposed to potential
product liability risks, which are inherent in the distribution of bath and body
care products.  We have not obtained any product liability insurance and may not
be able to maintain  insurance on acceptable terms or that will provide adequate
coverage against potential  liabilities.  If a products  liability claim is made
against  us,  the  defense  and  potential  liability  of the  claim  may have a
significant negative impact on our results of operations.


6. Our trademarks and other proprietary  rights could potentially  conflict with
the rights of others and we may be prevented from selling of our products.
--------------------------------------------------------------------------------

Our  success  depends in large  part on our brand  image.  We  believe  that our
trademark,  if it will be  registered,  and other  proprietary  rights will have
significant value and will be important to identifying and  differentiating  our
products from those of our  competitors  and creating and sustaining  demand for
our products. We have applied for U.S. trademark registration, and will continue
to evaluate the registration of additional  trademarks as appropriate.  However,
we cannot guarantee that any of our pending  trademark and applications  will be
approved  by the  applicable  governmental  authorities.  Moreover,  even if the
applications  are  approved,  third  parties  may seek to  oppose  or  otherwise
challenge these registrations. Additionally, we cannot assure you that obstacles
will not arise as we expand our  product  line and the  geographic  scope of our
sales and  marketing.  Third  parties may assert  intellectual  property  claims
against

                                       -8-

<page>

us,  particularly as we expand our business and the number of products we offer.
Our defence of any claim,  regardless of its merit,  could be expensive and time
consuming and could divert management resources.  Successful infringement claims
against us could  result in  significant  monetary  liability or prevent us from
selling some of our products.  In addition,  resolution of claims may require us
to redesign our products, license rights from third parties or cease using those
rights  altogether.  Any of these  events  could harm our business and cause our
results of operations, liquidity and financial condition to suffer.

7.Foreign currency exchange rate fluctuations may adversely affect our business.
--------------------------------------------------------------------------------

Since we intend to market and sell our  products  in many  different  countries,
changes in  exchange  rates can  adversely  affect our cash flows and results of
operations.   Furthermore,   reported  sales  and  purchases  made  in  non-U.S.
currencies,  when translated into U.S. dollars for financial reporting purposes,
fluctuate  due to  exchange  rate  movement.  Due to the  number  of  currencies
involved,  the variability of currency exposures and the potential volatility of
currency  exchange  rates,  we  cannot  predict  the  effect  of  exchange  rate
fluctuations on future sales and operating results.

8. Our future success is dependent on our existing  management  team, and hiring
and assimilating  new key employees,  and our inability to attract or retain key
personnel  in the future  would  materially  harm our  business  and  results of
operations.
--------------------------------------------------------------------------------

Our future  success  depends on the  continuing  efforts  and  abilities  of our
current  management team. In addition,  our future success will depend, in part,
on our  ability  to attract  and  retain  highly  skilled  employees,  including
management,  technical and sales  personnel.  The loss of services of any of our
key  personnel,  the inability to attract or retain key personnel in the future,
or delays in hiring required  personnel  could  materially harm our business and
results of operations. We may be unable to identify and attract highly qualified
employees  in the  future.  In  addition,  we may not be  able  to  successfully
assimilate these employees or hire qualified personnel to replace them.

9. Our  operating  results may prove unpredictable which could negatively affect
our operating results.
--------------------------------------------------------------------------------

Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which are outside of our control. Factors that may
cause our operating results to fluctuate significantly include the following:

o       our ability to generate enough working capital from future equity sales;

o       the level of acceptance by general public and industry insiders of our
        skin care products;  and

o        the amount and timing of operating costs and capital expenditures
         relating to expansion of our business, operations and infrastructure.


If  realized,  any of these  risks could have a material  adverse  effect on our
business, financial condition and operating results.


                                       -9-

<page>

10.  We may  be  adversely  affected  by  domestic  and  international  economic
conditions and other events that impact consumer confidence and demand.
--------------------------------------------------------------------------------

 We believe that consumer  spending on beauty  products is influenced by general
economic  conditions and the availability of discretionary  income.  Domestic or
international general economic downturns, including periods of inflation or high
gasoline prices or declining consumer confidence, may affect consumer purchasing
patterns and result in reduced future net sales to our customers.


11. Changes  in  laws, regulations  and policies  that affect our business could
adversely affect our financial results.
--------------------------------------------------------------------------------

Our business is subject to numerous laws,  regulations and policies.  Changes in
the laws, regulations and policies,  including the interpretation or enforcement
thereof,  that  affect,  or will  affect,  our  business,  including  changes in
accounting  standards,  tax  laws  and  regulations,  trade  rules  and  customs
regulations, and the outcome and expense of legal or regulatory proceedings, and
any action we may take as a result could adversely affect our financial results.


12. Because our management does not have prior experience in product development
in the beauty industry, or product marketing and brand development, our business
has a higher risk of failure.
--------------------------------------------------------------------------------

Our  directors  do  not  have  experience  in  the  beauty  industry,  or  brand
development  and  marketing  of  products.  As a  result,  we may not be able to
recognize  and take  advantage  of  opportunities  without the aid of  qualified
marketing and business  development  consultants.  Our directors'  decisions and
choices may not be well  thought out and our  operations,  earnings and ultimate
financial success may suffer irreparable harm as a result.


13. Because our directors own 67.52 % of our outstanding common stock they could
make  and  control  corporate  decisions  that may be  disadvantageous  to other
minority shareholders.
--------------------------------------------------------------------------------

Our directors,  Moneca Rayner and Alla Karmazina,  own 67.52% of the outstanding
shares of our common stock as of the date of this report. Accordingly, they have
a significant influence in determining the outcome of all corporate transactions
or other  matters,  including  mergers,  consolidations,  and the sale of all or
substantially  all of our  assets.  They will also have the power to  prevent or
cause a change in control.  The  interests of our  directors may differ from the
interests of the other stockholders and thus result in corporate  decisions that
are disadvantageous to other shareholders.


Risks Related to Our Common Stock

14. If a market for our common stock does not develop,shareholders may be unable
to sell their shares.
--------------------------------------------------------------------------------

Our  common  stock is  currently  traded on the NASD over the  counter  bulletin
board.  However, we can provide investors with no assurance that a liquid public
market for our shares will  materialize.  If no market is ever developed for our
shares,  it will be difficult for  shareholders  to sell their stock.  In such a
case,  shareholders may find that they are unable to achieve benefits from their
investment.


                                      -10-

<page>

15. If a market for our common stock develops, our stock prices may be volatile.
--------------------------------------------------------------------------------

If a market for our common stock  develops,  we anticipate that the market price
of our common stock will be subject to wide  fluctuations in response to several
factors, including:

(1) actual or  anticipated  variations  in our  results of  operations;
(2) our ability or inability to generate new revenues;
(3) increased  competition;  and
(4) conditions and trends in the audio recording and publishing industry.

Further our common stock price may be impacted by factors that are  unrelated or
disproportionate to our operating  performance.  These market  fluctuations,  as
well as general economic,  political and market conditions,  such as recessions,
interest rates or international  currency  fluctuations may adversely affect the
market price of our common stock.

16. Penny stock regulations may impose certain restrictions on  marketability of
our stock.
--------------------------------------------------------------------------------

The Securities and Exchange  Commission has adopted  regulations which generally
define a "penny  stock" to be any equity  security  that has a market  price (as
defined)  of less than $5.00 per share,  subject  to  certain  exceptions.  As a
result,  our  common  stock is subject to rules  that  impose  additional  sales
practice  requirements  on  broker-dealers  who sell such  securities to persons
other than established  customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000,  or $300,000
with their spouse).  For transactions  covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities and have received the purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock, unless exempt, the rules require delivery, prior to the transaction, of a
risk disclosure  document mandated by the Commission relating to the penny stock
market.  The broker-dealer must also disclose the commission payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealers presumed control over the market.
Finally, monthly statements must be sent disclosing recent price information for
the penny  stock held in the account and  information  on the limited  market in
penny stocks. Consequently,  the "penny stock" rules may restrict the ability of
broker-dealers  to sell the Company's  securities  and may affect the ability of
purchasers  to sell the Company's  securities  in the  secondary  market and the
price at which such purchasers can sell any such securities.

The risks  described above are not the only ones we face.  Additional  risks not
presently  known to us or that we  currently  deem  immaterial  may also have an
adverse effect on us. If any of the above risks actually  occurs,  our business,
results of operations,  cash flows or financial  condition  could suffer,  which
might cause the value of our securities to decline.

ITEM 2:  DESCRIPTION OF PROPERTY

Our business office is located at 795 Folsom Street,  1st Floor,  San Francisco,
California 94107.




                                      -11-

<page>

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted  during the fourth  quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES


Market Information
------------------
Our shares of common stock  commenced  quotation on the OTC Bulletin Board under
the symbol GLCE on March 5, 2008.

For the periods  indicated,  the following  table presents the range of high and
low bid  quotations  for the common stock as reported by the OTC Bulletin  Board
for the  respective  market on which our  common  stock was  listed  during  the
quarter being reported. Prices below reflect inter-dealer prices, without retail
write-up, write-down or commission and may not represent actual transactions.


    2008                                                 High        Low
    ----                                              ----------  --------

  First Quarter                                          None      None
  Second Quarter                                         None      None
  Third Quarter                                          None      None
  Fourth Quarter                                    $    0.15   $  0.01


We have 32 shareholders of record as at the date of this annual report.


Dividends
---------
There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.       we would not be able to pay our debts as they become due in the usual
         course of business; or

2.       our  total  assets  would be less  than  the sum of our  total
         liabilities  plus the amount that would be needed to satisfy the rights
         of  shareholders  who  have  preferential   rights  superior  to  those
         receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.



                                      -12-

<page>

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  our  ability to continue as a going  concern and be  successful  in
selling  our  products.  Although  we believe  the  assumptions  underlying  the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  contained  in  the  report  will  prove  to be
accurate.

GENERAL

The following  discussion and analysis  should be read in  conjunction  with our
consolidated  financial statements and related footnotes for the year ended June
30, 2008  elsewhere in this Annual  Report on Form  10-KSB.  The  discussion  of
results,  causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.


We plan to develop,  produce,  market, and sell bath and body care products free
from skin-unfriendly  ingredients such as synthetic fragrances,  petrochemicals,
sulphate detergents, synthetic colors, animal ingredients and parabens.

As of the date of this annual report we have engaged a contract manufacturer who
has developed  our first line of natural bath and body care products  consisting
of body wash, body oil, and lip balm. We have paid to this  manufacturer  $2,250
in relation to R&D costs for development of these products.  In addition we have
contracted this manufacturer to produce our "Sugar Collection" line of body care
products.  As of June  30,  2008 we have  incurred  $1,767  in  relation  to the
development of out "Sugar Collection" line of products.  In July of 2008 we have
received first samples of these  products.  As of the date of this annual report
we have not tested the market and at this point do not know how the market  will
react on our products.

In case we will  receive a  positive  response  from  consumers  we will  place,
subject to financing,  our first order for manufacturing  already developed body
care products. We plan to allocate approximately $20,000 for this order.

We are going to  develop a sales  kit,  which we will send to  distributors  and
selected  stores and  boutiques.  For that  purpose  we have  hired a  freelance
designer who will produce  artwork,  design a website and product  packaging and
assist with sourcing a printing company to print promotional materials.  We have
budgeted  approximately $4,000 for these services. To date we have paid a $2,500
retainer to our designer.  We have limited our  direct-to-consumer  promotion to
creating  our website  and  marketing  the  website by getting  listed in search
engines and creating cost-effective Cost- Per-Click campaigns. We will delay our
mass-media  promotion  efforts until we can raise  additional  funds or generate
sales of our products.


                                      -13-

<page>

We have  reserved a booth at a natural  food and  cosmetics  trade show  Natural
Products Expo East, which will be held in Boston,  MA from October 16 to October
18, 2008. At June 30, 2008, we owed the balance of $2,055 for this booth.

During the year ended June 30, 2008, we have filed a trademark  application with
United  States Patent and  Trademark  Office to register our  trademark  "Glance
Naturelle".  Subsequent to June 30, 2008, we have hired a trade mark attorney to
handle  our  application   process.   However,  we  cannot  guarantee  that  our
application  will be approved.  Moreover,  even if the  application is approved,
third parties may seek to oppose or otherwise challenge this registration. Third
parties may assert  intellectual  property claims against us, particularly as we
expand our  business  and the number of  products  we offer.  Our defence of any
claim,  regardless of its merit, could be expensive and time consuming and could
divert  management  resources.  As of the date of this annual report we have not
assigned any contingency fund toward potential intellectual property claims.


In addition, if our trade mark application will not be approved we may be forced
to  change  the  name  of  our  line  of  products  and  file a new  trade  mark
application. If this step will be necessary we may postpone launching a complete
line of our products and delay our  participation in trade shows.  Also changing
the name of our product line will require re-designing the product packaging and
updating promotional materials.  We estimate that at this point it would require
approximately $15,000 to cover additional costs of the product line name change.

We have  launched our  informational  website  www.glancecosmetics.com.  At this
point we do not plan to sell our product online. Instead, we will begin, subject
to  financing,   promotion  of  our  products  and  sale  through  distributors,
independent health food stores and boutiques.

In  the  next  twelve  months  we  expect  to  spend  approximately  $15,000  on
professional  services.  Total  expenditures,  excluding estimate related to the
product name change, over the next 12 months are therefore expected to be in the
range of $40,000.

We  anticipate  that  additional  funding will be required in the form of equity
financing  from  the  sale of our  common  stock.  However,  we  cannot  provide
investors  with any assurance that we will be able to raise  sufficient  funding
from the sale of our common stock to fund our marketing plan and operations.  We
believe that debt financing will not be an alternative for funding the marketing
plan. We do not have any arrangements in place for any future equity financing.


Results of Operations  for the Year Ended June 30, 2008, and for the period from
--------------------------------------------------------------------------------
August 17,2006 (Inception) to June 30, 2007.
--------------------------------------------

We did not earn any revenues during the period from August 17, 2006  (Inception)
to June 30, 2008.

During the year ended June 30,2008, we incurred operating expenses in the amount
of $56,837 (June 30, 2007: $14,860). These operating expenses were  comprised of
accounting  and  audit  fees   of  $8,950 (June 30, 2007: $3,000),  general  and
administrative expenses of $6,297(June 30,2007: $761), consulting fees of $7,400
(June 30, 2007: $4,000), management fees of $4,000 (June 30,2007: $2,000),
organization costs $Nil (June 30, 2007: $532), product development costs of
$4,017 (June 30, 2007: $Nil), rent of

                                      -14-

<page>

$4,111(June 30, 2007: $1,495),trade show expenses of $3,425(June 30,2007: $Nil),
travel  expenses of $5,867 (June 30, 2007: $3,039) and transfer agent fees of
$11,688 (June 30, 2007: $Nil).

As at June 30, 2008, the Company had assets  totalling  $4,816,  and liabilities
totalling $27,520 for a working capital deficiency of $23,154.

The President of the Company provides management services to the Company. During
the period ended March 31, 2008,  management services of $3,000 (June 30, 2007 -
$2,000) were charged to operations.

On November  9, 2007,  the  Company's  Registration  Statement  on the Form SB-2
became  effective.  During  the year  ended  June 30,  2008 the  Company  issued
2,405,000  shares of  common  stock at $0.020  per share for total  proceeds  of
$48,100.

We have not  generated  any  revenue  since  inception  and are  dependent  upon
obtaining financing to pursue marketing and distribution  activities.  For these
reasons,  our auditors  believe that there is substantial  doubt that we will be
able to continue as a going concern.



ITEM 7:  FINANCIAL STATEMENTS


                                                             Page
                                                             ----
BALANCE SHEETS                                               F-3

STATEMENTS OF OPERATIONS                                     F-4

STATEMENTS OF CASH FLOWS                                     F-5

STATEMENT OF STOCKHOLDERS' EQUITY                            F-6

NOTES TO THE FINANCIAL STATEMENTS                            F-7





















                                      -15-

<page>














                                  GLANCE, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  June 30, 2008












BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO FINANCIAL STATEMENTS






                                       F-1


<page>

                            RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                             Telephone (303)306-1967
                                Fax (303)306-1944




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Glance, Inc.
San Francisco, California

I have audited the  accompanying  balance sheet of Glance,  Inc. (a  development
stage  company) as of June 30, 2008 and the related  statements  of  operations,
stockholders'  equity  and cash  flows  for the  period  from  August  17,  2006
(inception)   through  June  30,  2008.  These  financial   statements  are  the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial  position of Glance,  Inc. as of June 30, 2008
and the related  statements of operations,  stockholders'  equity and cash flows
for the period  from  August  17,  2006  (inception)  through  June 30,  2008 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements the Company has suffered  recurring losses from operations
that raise  substantial  doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Aurora, Colorado                                    /s/Ronald R. Chadwick, P.C.
July 29, 2008                                          RONALD R. CHADWICK, P.C.

                                      F-2

<page>

                                  GLANCE, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                       June 30,        June 30,
                                                         2008            2007
                                                         ----            ----

                                     ASSETS
                                     ------
   Current assets
       Cash                                          $    2,366      $   15,090
       Prepaid expenses                                   2,000               -
                                                     ----------      ----------
           Total current assets                           4,366          15,090

      Security deposit                                      450             450
                                                     ----------      ----------
   Total Assets                                      $    4,816      $   15,540
                                                     ==========      ==========

                       LIABILITIES & STOCKHOLDERS' EQUITY
                       ----------------------------------
Current liabilities
   Accounts payable and accrued liabilities          $    5,209      $    5,812
   Due to related parties                                 4,597           2,955
   Loan payable - related parties                        17,714          16,633
                                                     ----------      ----------
         Total current liabilities                       27,520          25,400

 Total Liabilities                                       27,520          25,400
                                                     ----------      ----------

Stockholders' Equity
Capital stock
  75,000,000 shares authorized, $0.001 par value
  7,405,000 shares issued and outstanding
  (June 30, 2007 - 5,000,000 shares)                      7,405           5,000
Additional paid in capital                               41,588               -
Deficit accumulated during the development stage     (   71,697)      (  14,860)
                                                     ----------      ----------
Total Stockholders' Equity                           (   22,704)      (   9,860)
                                                     ----------      ----------
Total Liabilities and Stockholders' Equity           $    4,816      $   15,540
                                                     ==========      ==========



The accompanying notes are an integral part of these financial statements

                                       F-3

<page>

                                  GLANCE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<table>
<caption>
                                    Year         August 17, 2006         August 17, 2006
                                    Ended     (Inception) through      (Inception) through
                                   June 30,          June 30,                June 30,
                                    2008              2007                     2008
                                    ----              ----                     ----

                            <c>                 <c>                    <c>
Revenue                         $         -         $          -           $         -
                                 ----------          -----------            ----------

Expenses:
  Accounting and audit fees     $     8,950         $      3,000           $    11,950
  General and Administrative          6,297                  761                 7,058
  Consulting                          7,400                4,000                11,400
  Management                          4,000                2,000                 6,000
  Organization costs                      -                  532                   532
  Product development                 4,017                    -                 4,017
  Rent                                4,111                1,495                 5,606
  Trade shows                         3,425                    -                 3,425
  Travel                              5,867                3,039                 8,906
  Transfer agent                     11,688                    -                11,688
                                 ----------           ----------            ----------
                                     55,755               14,827                70,582
                                 ----------           ----------            ----------
Loss from operations             (   55,755)          (   14,827)           (   70,582)
Other income (expense)           ----------           ----------            ----------
  Interest expense               (    1,082)          (       33)           (    1,115)
                                 ----------           ----------            ----------
Income(loss)before provision
 for income tax                  (   56,837)          (   14,860)           (   71,697)
Provision for income tax                  -                    -                     -
                                 ----------           ----------            ----------
Net income (loss)               $(   56,837)        $ (   14,860)          $(   71,697)
                                 ==========           ==========            ==========
Net income (loss) per share     $(     0.01)        $ (     0.01)
                                 ==========           ==========
Weighted average number of
common shares  outstanding        6,437,096            4,449,686
                                 ==========           ==========

</table>



The accompanying notes are an integral part of these financial statements


                                       F-4
<page>

                                  GLANCE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<table>
<caption>
                                                   Year           August 17, 2006        August 17, 2006
                                                  Ended        (Inception) through     (Inception) through
                                                 June 30,            June 30,               June 30,
                                                   2008                2007                    2008
                                                   ----                ----                    ----

                                          <c>                   <c>                     <c>
Cash Flows From Operating Activities:
  Net income (loss)                           $(   56,837)          $(  14,860)            $(  71,697)

  Adjustment to reconcile net income
  to net cash provided by (used
  for) operating activities:
     Prepaid expenses                          (    2,000)                   -              (   2,000)
     Security deposit                                   -            (     450)             (     450)
     Accounts payable and accrued liabilities  (      603)               5,812                  5,209
     Accounts payable related parties               1,642                2,955                  4,597
                                               ----------            ---------              ---------
       Net cash provided by (used for)
       operating activities                    (   57,798)           (   6,543)             (  64,341)
                                               ----------            ---------              ---------

Cash Flows From Financing Activities:
  Loan payable - related party                      1,081               16,633                 17,714
  Proceeds from issuance of common stock (Net)     43,993                5,000                 48,993
                                               ----------            ---------              ---------
       Net cash provided by (used for)
       financing activities                        45,074               21,633                 66,707
                                               ----------            ---------              ---------

Net Increase (Decrease) In Cash                (   12,724)              15,090                  2,366

Cash At The Beginning Of The Period                15,090                    -                      -
                                               ----------            ---------              ---------
         Cash At The End Of The Period        $     2,366           $   15,090             $    2,366
                                               ==========            =========              =========

Schedule Of Non-Cash Investing And Financing
--------------------------------------------
Activities
----------

None

Supplemental Disclosure
-----------------------

Cash paid for:
   Interest                                   $         -           $        -             $        -
                                               ==========            =========              =========
   Income Taxes                               $         -           $        -             $        -
                                               ==========            =========              =========
</table>


The accompanying notes are an integral part of these financial statements

                                       F-5
<page>

                                  GLANCE, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
           for the period August 17, 2006 (Inception) to June 30, 2008
<table>
<caption>

                                                                                                       Deficit
                                                                                                     Accumulated
                                                           Common Shares                             During the
                                                      ------------------------        Paid In        Development
                                                      Number         Par Value        Capital           Stage           Total
                                                      ------         ---------        -------           -----           -----

                                                  <c>          <c>            <c>              <c>             <c>
Balances, August 17, 2006                                     -   $            -  $            -   $            -  $            -

Issued for cash:
Common stock September, 2006 - at $0.001              5,000,000            5,000               -                -           5,000
Net gain (loss) for the period ended June 30, 2007            -                -               -      (    14,860)    (    14,860)
                                                      ---------    -------------     -----------     ------------    ------------
Balances, June 30, 2007                               5,000,000            5,000               -      (    14,860)    (     9,860)

Issued for cash:
Common stock December, 2007 - at $0.020 (Net)         2,405,000            2,405          41,588                -          43,993
Net gain (loss) for the period ended June 30, 2008            -                -               -      (    56,837)    (    56,837)
                                                      ---------    -------------     -----------      -----------     -----------
Balances, June 30, 2008                               7,405,000   $        7,405  $       41,588   $  (    71,697) $  (    22,704)
                                                      =========    =============     ===========      ===========     ===========

</table>





The accompanying notes are an integral part of these financial statements


                                       F-6
<page>


                                  GLANCE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2008


Note 1        Nature and Continuance of Operations
              ------------------------------------
              Organization
              ------------
              The Company was incorporated in the State of Nevada, United States
              of America on August 17,  2006 and its fiscal year end is June 30.
              The Company is involved in  development  and production of organic
              bodycare.

              Going Concern
              -------------
              These  financial  statements have been prepared on a going concern
              basis.  The Company has a working  capital  deficiency of $16,050,
              and has  accumulated  deficit  of  $64,593  since  inception.  Its
              ability  to  continue  as a going  concern is  dependent  upon the
              ability of the Company to generate  profitable  operations  in the
              future  and/or  to  obtain  the  necessary  financing  to meet its
              obligations and repay its liabilities arising from normal business
              operations when they come due. The outcome of these matters cannot
              be predicted with any certainty at this time.  These factors raise
              substantial  doubt that the company  will be able to continue as a
              going  concern.  The  Company  to  date  has  funded  its  initial
              operations  through the  issuance of  7,405,000  shares of capital
              stock for the net  proceeds of $48,993 and loans from  director in
              the amount of $16,600. Management plans to continue to provide for
              its  capital  needs by the  issuance  of common  stock and related
              party  advances.  These  financial  statements  do not include any
              adjustments  to the  amounts  and  classification  of  assets  and
              liabilities  that may be necessary should the Company be unable to
              continue as a going concern.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              The  financial  statements  of the Company  have been  prepared in
              accordance with generally  accepted  accounting  principles in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates  which have been made using  careful
              judgement. Actual results may vary from these estimates.

              The financial  statements  have,  in  management's  opinion,  been
              properly  prepared  within  reasonable  limits of materiality  and
              within  the  framework  of  the  significant  accounting  policies
              summarized below:

              Development Stage Company
              -------------------------
              The Company  complies with  Financial  Accounting  Standard  Board
              Statement ("FAS") No. 7 and The Securities and Exchange Commission
              Act Guide 7 for its characterization of the Company as development
              stage.







                                       F-7
<page>

Glance, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 2

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Revenue Recognition
              -------------------
              Sales are  recognized  when revenue is realized or realizable  and
              has been earned. The Company's policy is to recognize revenue when
              risk of loss and title to the product  transfers to the  customer.
              Net sales is comprised of gross  revenues less  expected  returns,
              trade  discounts  and customer  allowances,  which  include  costs
              associated with off-invoice mark-downs and other price reductions,
              as well as trade promotions and coupons. These incentive costs are
              recognized  at  the  later  of  the  date  on  which  the  Company
              recognizes  the  related  revenue or the date on which the Company
              offers the incentive.

              Impairment of Long-lived Assets
              -------------------------------
              Capital assets are reviewed for impairment in accordance  with FAS
              No. 144,  "Accounting for the Impairment or Disposal of Long-lived
              Assets",  which was adopted  effective  January 1, 2002. Under FAS
              No.  144,  these  assets are tested  for  recoverability  whenever
              events or changes in  circumstances  indicate that their  carrying
              amounts may not be recoverable. An impairment charge is recognized
              for the  amount,  if any,  which the  carrying  value of the asset
              exceeds the fair value.

              Research and Development
              ------------------------
              Research and development expenditures are expensed as incurred.

              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In accordance with Statement of Financial Accounting Standards No.
              52, "Foreign Currency Translation",  since the functional currency
              of the Company is U.S.  dollars,  the foreign  currency  financial
              statements of the Company's subsidiaries are re-measured into U.S.
              dollars. Monetary assets and liabilities are re-measured using the
              foreign  exchange  rate that  prevailed at the balance sheet date.
              Revenue and expenses are  translated at weighted  average rates of
              exchange  during the year and  stockholders'  equity  accounts and
              furniture  and  equipment  are  translated  by  using   historical
              exchange  rates.  Any  re-measurement  gain  or loss  incurred  is
              reported in the income statement.

              Net Loss per Share
              ------------------
              Basic loss per share  includes  no  dilution  and is  computed  by
              dividing  loss  available to common  stockholders  by the weighted
              average  number  of  common  shares  outstanding  for the  period.
              Dilutive  losses per share  reflects  the  potential  dilution  of
              securities that could share in the losses of the Company.  Because
              the Company does not have any potentially dilutive securities, the
              accompanying presentation is only of basic loss per share.




                                       F-8
<page>

Glance, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 3

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Stock-based Compensation
               -----------------------
              The Company  has not adopted a stock  option plan and has not
              granted  any stock  options.  Accordingly  no  stock-based
              compensation has been recorded to date.

              Income Taxes
              ------------
              The Company uses the asset and liability  method of accounting for
              income taxes in accordance with FAS No. 109 "Accounting for Income
              Taxes". Under this method, deferred tax assets and liabilities are
              recognized  for  the  future  tax  consequences   attributable  to
              temporary  differences  between the financial  statements carrying
              amounts of existing assets and liabilities and loss  carryforwards
              and  their   respective   tax  bases.   Deferred  tax  assets  and
              liabilities are measured using enacted tax rates expected to apply
              to  taxable   income  in  the  years  in  which  those   temporary
              differences are expected to be recovered or settled.

              Fair Value of Financial Instruments
              -----------------------------------
              The  carrying  value  of  the  Company's   financial   instruments
              consisting  of cash,  accounts  payable and  accrued  liabilities,
              agreement  payable  and due to  related  party  approximate  their
              carrying value due to the short-term maturity of such instruments.
              Unless  otherwise  noted,  it is  management's  opinion  that  the
              Company is not exposed to significant interest, currency or credit
              risks arising from these financial instruments.

              Recent Accounting Pronouncements
              --------------------------------
              In  September  2006,  the FASB issued  SFAS No.  157,  "Fair Value
              Measures".  This  Statement  defines  fair  value,  establishes  a
              framework   for  measuring   fair  value  in  generally   accepted
              accounting principles (GAAP), expands disclosures about fair value
              measurements,  and applies under other  accounting  pronouncements
              that require or permit fair value measurements.  SFAS No. 157 does
              not require  any new fair value  measurements.  However,  the FASB
              anticipates  that for some entities,  the  application of SFAS No.
              157 will change  current  practice.  SFAS No. 157 is effective for
              financial  statements  issued for  fiscal  years  beginning  after
              November 15, 2007,  which for the Company would be the fiscal year
              beginning  February 1, 2008.  The Company is currently  evaluating
              the impact of SFAS No. 157 but does not expect that it will have a
              material impact on its financial statements.

              In  September  2006,  the FASB issued  SFAS No.  158,  "Employers'
              Accounting for Defined  Benefit  Pension and Other  Postretirement
              Plans." This Statement  requires an employer to recognize the over
              funded or under funded status of a defined benefit post retirement
              plan (other than a multiemployer plan) as an asset or liability in
              its statement of financial  position,  and to recognize changes in
              that funded  status in the year in which the changes occur through
              comprehensive  income.  SFAS No. 158 is effective for fiscal years
              ending  after  December  15, 2006 which for the  Company  would be
              February  1,  2007.   The   Company   does  not  expect  that  the
              implementation  of SFAS No. 158 will have any  material  impact on
              its financial position and results of operations.

                                       F-9
<page>

Glance, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 4

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Recent Accounting Pronouncements - (cont'd)
              ---------------------------------
              In  September  2006,  the SEC  issued  Staff  Accounting  Bulletin
              ("SAB")   No.  108,   "Considering   the  Effects  of  Prior  Year
              Misstatements  when  Quantifying  Misstatements  in  Current  Year
              Financial  Statements."  SAB No. 108  addresses how the effects of
              prior year  uncorrected  misstatements  should be considered  when
              quantifying  misstatements  in current year financial  statements.
              SAB No. 108 requires companies to quantify  misstatements  using a
              balance  sheet  and  income  statement  approach  and to  evaluate
              whether  either  approach  results in quantifying an error that is
              material  in  light  of  relevant   quantitative  and  qualitative
              factors.  SAB  No.  108 is  effective  for  periods  ending  after
              November 15, 2006 which for the Company would be February 1, 2007.
              The Company is currently evaluating the impact of adopting SAB No.
              108 but does not expect that it will have a material effect on its
              financial statements.

              In February  2007,  the FASB issued SFAS No. 159,  "The Fair Value
              Option for  Financial  Assets  and  Financial  Liabilities".  This
              Statement  permits  entities to choose to measure  many  financial
              assets and financial  liabilities at fair value.  Unrealized gains
              and  losses  on items for which  the fair  value  option  has been
              elected are  reported in earnings.  SFAS No. 159 is effective  for
              fiscal years  beginning  after  November 15, 2007.  The Company is
              currently  assessing  the impact of SFAS No. 159 on its  financial
              position and results of operations.

              In December  2007, the FASB issued two new  statements:  (a.) SFAS
              No. 141(revised 2007),  Business  Combinations,  and (b.) No. 160,
              Noncontrolling  Interests in  Consolidated  Financial  Statements.
              These  statements are effective for fiscal years  beginning  after
              December  15, 2008 and the  application  of these  standards  will
              improve,  simplify and converge internationally the accounting for
              business   combinations   and  the  reporting  of   noncontrolling
              interests in consolidated financial statements.  The Company is in
              the process of evaluating the impact,  if any, on SFAS 141 (R) and
              SFAS 160 and  does  not  anticipate  that  the  adoption  of these
              standards  will  have any  impact  on its  consolidated  financial
              statements.

              (a.)  SFAS No. 141 (R) requires an acquiring  entity in a business
                    combination  to:  (i)  recognize  all (and  only) the assets
                    acquired  and the  liabilities  assumed in the  transaction,
                    (ii)  establish  an  acquisition-date   fair  value  as  the
                    measurement  objective  for  all  assets  acquired  and  the
                    liabilities  assumed,  and (iii)  disclose to investors  and
                    other  users  all of  the  information  they  will  need  to
                    evaluate  and  understand  the nature of, and the  financial
                    effect of, the business combination, and, (iv) recognize and
                    measure the goodwill acquired in the business combination or
                    a gain from a bargain purchase.

              (b.) SFAS No. 160 will  improve the  relevance, comparability  and
                   transparency  of financial information  provided to investors
                   by  requiring  all   entities  to: (i) report  noncontrolling
                  (minority)  interests in  subsidiaries in the same manner, as
                   equity but separate from the


                                       F-10
<page>

Glance, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 5

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Recent Accounting Pronouncements - (cont'd)
              ---------------------------------
                   parent's equity, in consolidated  financial  statements, (ii)
                   net income  attributable  to  the  parent  and  to  the  non-
                   controlling interest must be clearly identified and presented
                   on the face of the consolidated statement of income,and (iii)
                   any  changes  in  the  parent's  ownership interest while the
                   parent retains the  controlling  financial  interest  in  its
                   subsidiary be accounted for consistently.

              In March 2008,  the FASB issued  SFAS No. 161,  Disclosures  About
              Derivative  Instruments  and Hedging  Activities - an amendment of
              FASB  Statement  No. 133 ("SFAS No.  161").  SFAS No. 161  expands
              quarterly  disclosure  requirements  in  SFAS  No.  133  about  an
              entity's derivative  instruments and hedging activities.  SFAS No.
              161 is effective  for fiscal years  beginning  after  November 15,
              2008.  The  adoption  of SFAS No.  161 is not  expected  to have a
              material impact on the Company's financial  condition,  results of
              operations or cash flows.

Note 3        Capital Stock
              -------------
              The total number of common shares authorized that may be issued by
              the Company is 75,000,000  shares with a par value of one tenth of
              one cent  ($0.001)  per  share  and no other  class of  shares  is
              authorized.

              During the period  from August 17,  2006  (inception)  to June 30,
              2007, the Company issued  5,000,000  shares of common stock to its
              directors for total proceeds of $5,000. During the year ended June
              30, 2008, the Company issued  2,405,000  shares of common stock at
              $0.020 per share for total proceeds of $48,100.

              To June 30,  2008,  the Company has not granted any stock  options
              and has not recorded any stock-based compensation.


Note 4        Related Party Transactions
              --------------------------

              a)  The  President  of the  Company  provides  management services
                  to the Company. During the year ended June 30, 2008 management
                  services of $4,000 (June 30, 2007 - $2,000) were charged to
                  operations.

              b)  During  the  period  ended June 30, 2007, the President of the
                  Company provided a$16,600 loan to the Company.The loan payable
                  is unsecured,  bears  interest at 6.5% per annum, and consists
                  of $16,600 of  principal  due  on  or after June 19, 2008, and
                  $1,115 of accrued interest payable as at June 30, 2008. If the
                  loan and accrued interest  is  not paid within  30 days of the
                  due date, the Company will be  required to pay  a late  charge
                  equal to  5%  of  the  overdue  payment. At the option  of the
                  holder,  after  the  maturity   date,  or  upon  any  default,
                  the loan will bear interest at 15% per annum.

                                      F-11

<page>

Glance, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008 - Page 6


Note 4        Related Party Transactions - (cont'd)
              --------------------------

              c)  During the year  ended June 30,  2008,  the  Company  incurred
                  $2,400  (June 30,  2007 - $4,000)  in  consulting  fees with a
                  director of the Company.

              d)  As at June 30, 2008,  the Company owed $4,597 to its directors
                  for  management  fees and  expenses  incurred on behalf of the
                  Company.

Note 5        Income Taxes
              ------------
              The  significant  components of the Company's  deferred tax assets
              are as follows:


                                                     2008             2007
                                                     ----             ----
              Deferred Tax Assets
               Non-capital loss carryforward       $  10,755        $  2,230
               Less:  valuation allowance for
                      deferred tax asset            ( 10,755)        ( 2,230)
                                                    --------         -------
                                                   $       -        $      -
                                                    ========         =======

              There were no temporary  differences between the Company's tax and
              financial bases that result in deferred tax assets, except for the
              Company's   net   operating   loss   carryforwards   amounting  to
              approximately  $71,697 at June 30, 2008 which may be  available to
              reduce future year's taxable income.

              These  carryforwards  will expire, if not utilized,  commencing in
              2027.  Management  believes that the  realization  of the benefits
              from  these  deferred  tax  assets  appears  uncertain  due to the
              Company's  limited   operating  history  and  continuing   losses.
              Accordingly  a full,  deferred tax asset  valuation  allowance has
              been provided and no deferred tax asset benefit has been recorded.
















                                      F-12
<page>

ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None

ITEM 8A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls
---------------------------------
We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2008  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information  that we are required to be disclosed in the reports we
file  pursuant to the  Securities  Exchange Act of 1934 is recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls
----------------------------------------
Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions
-----------
Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

ITEM 8B:  OTHER INFORMATION

None.

                                    PART III

ITEM 9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
          CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE
          EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors and their respective ages as of the date of
this annual report are as follows:

                                      -28-
<page>

Directors and Executive Officers:

Name of Director and Officer      Age       Office
----------------------------    --------    -----------------------------------
Moneca Rayner                      60       President, and Chief Executive
                                            Officer

Alla Karmazina                     48       Secretary, Treasurer and Chief
                                            Financial Officer


The directors will serve as directors until our next annual shareholder  meeting
or until a successor is elected who accepts the position.  Directors are elected
for one-year  terms.  Officers hold their  positions at the will of the Board of
Directors,   absent  any  employment  agreement.   There  are  no  arrangements,
agreements or understandings between non-management  shareholders and management
under which non-management  shareholders may directly or indirectly  participate
in or influence the management of Glance's affairs.


Moneca Rayner, President and CEO

Moneca Rayner  graduated from the Cosmetology  College in Warsaw,  Poland,  with
diploma in  Esthetics  in 1980.  She has gained her  experience  as a  certified
esthetician  while working in Caselli Beauty Salon in Rome, Italy. She worked in
various  salons  in North  America  as an  esthetician  and  beauty  consultant.
Presently, she owns and operates Aphrodite Skin Care Studio and provides various
consulting services to beauty salons and skin care studios.

Alla Karmazina, Secretary, Treasurer and CFO


Alla  Karmazina  graduated from Lvov Institute of Trade & Economics with diploma
in  Economics  in 1990.  She  earned a nursing  certificate  from  Lvov  Medical
Colledge with training in medical  laboratory  science in 1991. After graduation
she  worked  five  years  as a  cosmetologist  in Lvov  Health  Centre.  She had
completed West Coast Cosmetologist  School in 1998 with a diploma in Cosmetology
and was self employed ever since developing her private  clientele and operating
her private beauty salon "Alla's Esthetics".


Significant Employees
---------------------

We have no significant  employees other than the officer and director  described
above.


Committees of the Board Of Directors
------------------------------------

At  present,  we  do  not  have  an  audit  committee,  compensation  committee,
nominating  committee,  an executive committee of our board of directors,  stock
plan committee or any other committee.


Family Relationships
--------------------

There are no family relationships among our directors or officers.


Involvement in Certain Legal Proceedings
----------------------------------------

Our directors,  executive officers and control persons have not been involved in
any of the following events during the past five years:

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


                                      -29-
<page>

        2.  any  conviction  in a  criminal  proceeding  or being  subject to  a
            pending criminal proceeding  (excluding traffic violations and other
            minor offenses);

        3.  being subject to any order,  judgment,  or decree, not  subsequently
            reversed,  suspended  or  vacated,  of  any  court  of  competent
            jurisdiction,  permanently or temporarily  enjoining,  barring,
            suspending or otherwise limiting his involvement in any type of
            business, securities or banking activities; or

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

Audit Committee and Audit Committee Financial Expert
----------------------------------------------------

We have no audit committee financial expert. We believe that the cost related to
retaining a financial  expert at this time is prohibitive.  Further,  because of
our stage of development,  we believe the services of a financial expert are not
warranted.


Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Exchange Act requires our executive  officers and directors
and persons who own more than 10% of a registered class of our equity securities
to file with the SEC initial  statements  of  beneficial  ownership,  reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities,  on Forms 3, 4 and 5 respectively.  Executive
officers,  directors and greater than 10%  shareholders  are required by the SEC
regulations  to furnish us with copies of all Section  16(a)  reports  that they
file.


Based  solely on our  review  of the  copies of such  forms  received  by us, or
written  representations  from certain  reporting  persons,  we believe that all
filing requirements  applicable to our officers,  directors and greater than ten
percent  beneficial  owners  were  complied  with,  with  the  exception  of the
following:












                                      -30-

<page>

<table>
<caption>
--------------------------------------------------------------------------------------------
                      Number of Late      Number of Transactions Not       Failure to File
Name                  Reports             Reported on a Timely Basis       Requested Forms
--------------------------------------------------------------------------------------------

                   <c>                 <c>                              <c>
Moneca Rayner               1(1)                      1                          Nil
--------------------------------------------------------------------------------------------
Alla Karmazina              1(1)                      1                          Nil
--------------------------------------------------------------------------------------------
</table>

     (1) The named officer, director or greater than 10% stockholder, as
         applicable, filed a late Form 3 - Initial Statement of Beneficial
         Ownership of Securities.

ITEM 10:  EXECUTIVE COMPENSATION

The  following  summary  compensation  table sets forth  information  concerning
compensation  for  services  rendered  in all  capacities  during  2008 and 2007
awarded to, earned by or paid to our executive officers.


SUMMARY COMPENSATION TABLE
<table>
<caption>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                           Change in
                                                                                            Pension
                                                                                           Value and
                                                                              Non-Equity  Nonqualified
                                                                               Incentive    Deferred
Name and                                                      Stock  Option      Plan     Compensation    All Other
Principal                                        Salary Bonus Awards Awards  Compensation   Earnings    Compensation     Total
Position                                    Year  ($)    ($)   ($)    ($)        ($)           ($)           ($)          ($)
(a)                                          (b)  (c)    (d)   (e)    (f)        (g)           (h)           (i)          (j)
--------------------------------------------------------------------------------------------------------------------------------

                                        <c>  <c>    <c>    <c>     <c>      <c>         <c>           <c>         <c>

Moneca Rayner,Chief Executive Officer       2008 $  0     0     0       0         0             0           4,000     $  4,000
                                            2007 $  0     0     0       0         0             0           2,000     $  2,000
--------------------------------------------------------------------------------------------------------------------------------
Alla Karmazina, Chief Financial Officer     2008 $  0     0     0       0         0             0           2,400     $  2,400
                                            2007 $  0     0     0       0         0             0           4,000     $  4,000
--------------------------------------------------------------------------------------------------------------------------------
</table>





                                      -31-

<page>


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

<table>
<caption>
----------------------------------------------------------------------------------------------------------------------------------
                 |                        Option Awards                              |                Stock Awards               |
                 -------------------------------------------------------------------  --------------------------------------------
  Name              Number of        Number of        Equity      Option     Option     Number    Market     Equity       Equity
  (a)               Securities       Securities      Incentive    Exercise Expiration of Shares  Value of   Incentive   Incentive
                    Underlying       Underlying        Plan        Price      Date     or Units  Shares or    Plan         Plan
                    Unexercised      Unexercised      Awards:       ($)        (f)     of Stock    Units     Awards:      Awards:
                     Options          Options       Number of       (e)                That Have  of Stock   Number       Market
                       (#)               (#)         Securities                            Not     That Have    of        or Payout
                   (Exercisable)   (Unexercisable)  Underlying                          Vested      Not     Unearned      Value of
                       (b)               (c)         Unexercised                           (#)      Vested     Shares,     Unearned
                                                     Unearned                             (g)       ($)      Units or      Shares,
                                                      Options                                       (h)       Other       Units or
                                                        (#)                                                   Rights        Other
                                                        (d)                                                   That         Rights
                                                                                                            Have Not        That
                                                                                                             Vested       Have Not
                                                                                                               (#)         Vested
                                                                                                               (i)          ($)
                                                                                                                            (j)
-----------------------------------------------------------------------------------------------------------------------------------

                <c>              <c>             <c>           <c>       <c>        <c>        <c>      <c>            <c>
Moneca Rayner           0                  0             0            0        N/A         0       $   0        0            0
-----------------------------------------------------------------------------------------------------------------------------------
Alla Karmazina          0                  0             0            0        N/A         0       $   0        0            0
-----------------------------------------------------------------------------------------------------------------------------------
</table>

DIRECTOR COMPENSATION TABLE FOR FISCAL 2008

<table>
<caption>
-----------------------------------------------------------------------------------------------------------------------------------
Name               Fees       Stock      Option          Non-Equity             Change in             All Other           Total
(a)               Earned      Awards     Awards        Incentive Plan         Pension Value         Compensation           ($)
                  or Paid      ($)         ($)          Compensation               and                   ($)               (h)
                    in         (c)         (d)               ($)              Nonqualified               (g)
                   Cash                                      (e)                Deferred
                    ($)                                                       Compensation
                    (b)                                                         Earnings
                                                                                   ($)
                                                                                   (f)
-----------------------------------------------------------------------------------------------------------------------------------

               <c>        <c>        <c>            <c>                   <c>                    <c>                <c>

Moneca Rayner       4,000         0          0                 0                     0                     0             $   4,000
-----------------------------------------------------------------------------------------------------------------------------------
Alla Karmazina      2,400         0          0                 0                     0                     0             $   2,400
-----------------------------------------------------------------------------------------------------------------------------------
</table>

                                      -32-
<page>

Option Grants in 2008
---------------------
No options were granted during 2008.

Aggregated  Option  Exercises in 2008 and 2008 Year-End Option Values
---------------------------------------------------------------------
No options were exercised by our Officers or Directors during 2008.

Stock Incentive Plan - Awards in 2008
-------------------------------------
During  2008,  no shares,  options or other  rights  were  granted to any of our
employees or Officers.

Director Compensation
---------------------
No options were granted or payments made in compensation  for services  rendered
to any Glance's  directors,  with the  exception of a $4,000  incurred  with the
Company's President,  Moneca Rayner, for management services provided during the
year and $2,400 incurred with the Company's CFO, Alla Karmazina,  for consulting
services provided during the year.


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS


The following table sets forth information regarding the beneficial ownership of
our shares of common stock at August 4,2008 by (i) each person known by us to be
the beneficial owner of more than 5% of our outstanding  shares of common stock,
(ii) each of our directors, (iii) our executive officers, and (iv) by all of our
directors and executive officers as a group. Each person named in the table, has
sole  voting  and  investment   power  with  respect  to  all  shares  shown  as
beneficially  owned by such person and can be contacted at our executive  office
address.

<table>
<caption>
=================================================================================================

     TITLE OF CLASS  |  NAME OF BENEFICIAL OWNER   | SHARES OF COMMON STOCK  |  PERCENT OF CLASS
-------------------------------------------------------------------------------------------------

                       <c>                        <c>                        <c>
        Common                 Moneca Rayner                2,500,000                 33.76%
-------------------------------------------------------------------------------------------------

        Common                Alla Karmazina                2,500,000                 33.76%
-------------------------------------------------------------------------------------------------

                           Directors and Officers           5,000,000                  67.52%
                           as a Group
=================================================================================================
</table>


The percent of class is based on  7,405,000  shares of common  stock  issued and
outstanding as of the date of this annual report.

The Company has no securities  authorized for issuance under equity compensation
plans.


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
          INDEPENDENCE


The President of the Company provides management services to the Company. During
the year ended June 30,  2008  management  services  of $4,000  (June 30, 2007 -
$2,000) were charged to operations.


                                      -33-
<page>

During the period ended June 30, 2007,  the President of the Company  provided a
$16,600 loan to the Company.  The loan payable is unsecured,  bears  interest at
6.5% per annum,  and consists of $16,600 of  principal  due on or after June 19,
2008,  and $1,115 of accrued  interest  payable as at June 30, 2008. If the loan
and accrued  interest  is not paid  within 30 days of the due date,  the Company
will be required to pay a late charge equal to 5% of the overdue payment. At the
option of the holder,  after the maturity  date,  or upon any default,  the loan
will bear interest at 15% per annum.

During the year ended June 30, 2008, the Company  incurred $2,400 (June 30, 2007
- $4,000) in consulting fees with a director of the Company.

As at June 30, 2008,  the Company owed $4,597 to its  directors  for  management
fees and expenses incurred on behalf of the Company.


Otherwise,  neither our  directors and  officers,  nor any proposed  nominee for
election  as a  director,  nor any person who  beneficially  owns,  directly  or
indirectly,  shares  carrying more than 10% of the voting rights attached to all
of our outstanding  shares, nor any promoter,  nor any relative or spouse of any
of the foregoing persons has any material interest,  direct or indirect,  in any
transaction  since our  incorporation or in any presently  proposed  transaction
which, in either case, has or will materially affect us.

Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.

None  of our  directors  is  independent,  as  described  in the  standards  for
independence set forth in the Rules of the American Stock Exchange.


Director Independence
---------------------

Our  common  stock is quoted on the OTC  bulletin  board  interdealer  quotation
system,  which does not have director  independence  requirements.  Under NASDAQ
rule 4200(a)(15), a director is not considered to be independent if he or she is
also an executive officer or employee of the corporation.  Our director,  Moneca
Rayner, is also our chief executive officer,  and our director,  Alla Karmazina,
is also our chief financial officer. As a result, we do not have any independent
directors.


As a  result  of our  limited  operating  history  and  limited  resources,  our
management  believes  that we will have  difficulty  in  attracting  independent
directors.  In addition,  we would be likely be required to obtain directors and
officers   insurance  coverage  in  order  to  attract  and  retain  independent
directors.  Our management  believes that the costs  associated with maintaining
such insurance is prohibitive at this time.



                                      -34-

<page>

ITEM 13:  EXHIBITS, AND REPORTS ON FORM 8-K

(a)       The following exhibits are included as part of this report:

Exhibit
Number    Title of Document
-------   -----------------
  3.1     Articles of Incorporation*
  3.2     Bylaws*
 31.1     Certification pursuant to Rule 13a-14(a) under the Securities
          Exchange Act of 1934
 31.2     Certification pursuant to Rule 13a-14(a) under the Securities
          Exchange Act of 1934
 32.1     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
          pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002
 32.2     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
          pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002

*Incorporated  by  reference  to  similarly  numbered  exhibits  filed  with the
Company's Registration Statement on Form SB-2 on November 1, 2007.

(b)       Reports on Form 8-K.

During the year ended June 30, 2008,  and through the date of their Report,  the
registrant has not filed reports on Form 8-K.


ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountant,  Ronald R. Chadwick P.C., Certified Public Accountant,
billed the following fees for the services indicated:

                                           Fiscal year-ended
                                 -------------------------------------
                                 June 30, 2008           June 30, 2007
                                 -------------           -------------

Audit fees                          $3,000                 $ 3,310
Audit-related fees                  $  Nil                 $   Nil
Tax fees                            $  Nil                 $   Nil
All other fees                      $4,500                 $   Nil


Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection  with the audit of our annual  financial  statements.  All other fees
relate to  professional  services  rendered in connection with the review of the
quarterly financial statements.

Our  policy  is to  pre-approve  all audit and  permissible  non-audit  services
performed by the  independent  accountants.  These  services  may include  audit
services,  audit-related  services,  tax services and other services.  Under our
audit  committee's  policy,  pre-approval  is generally  provided for particular
services or categories of services,  including planned  services,  project based
services and routine  consultations.  In addition,  the audit committee may also
pre-approve  particular  services on a case-by-case  basis.  Our audit committee
approved all services  that our  independent  accountants  provided to us in the
past two fiscal years.


                                      -35-

<page>

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


GLANCE, INC.


/s/ Moneca Rayner                           /s/ Alla Karmazina
--------------------------                  -----------------------------
Moneca Rayner                               Alla Karmazina
President, Chief Executive                  Secretary, Treasurer and Director
Officer and Director                        (Principal Financial Officer and
(Principal Executive                        Principal Accounting Officer)
Officer)

Dated: August 4, 2008                       Dated: August 4, 2008




















                                      -36-