Glucose Health, Inc. 10-K

Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities A. Market Information The Company’s Common Stock is currently quoted for sale on Pink Sheets of the National Quotation Service under the symbol BISU. The high and low closing prices of the Company’s common stock since January 1, 2011 are set forth below. These closing prices do not reflect retail mark-up, markdown or commissions. High Bid Low Bid 2013 First Quarter $ 0.25 $ 0.09 Second Quarter $ 0.20 $ 0.09 Third Quarter $ 0.18 $ 0.03 Fourth Quarter $ 0.04 $ 0.02 2012 First Quarter $ 0.59 $ 0.08 Second Quarter $ 0.35 $ 0.15 Third Quarter $ 0.28 $ 0.10 Fourth Quarter $ 0.27 $ 0.08 Reports to Security Holders. We are a reporting company with the Securities and Exchange Commission, or SEC. The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov. Holders. As of June 20, 2014 there were approximately 300 record holders of our common stock. Dividend Policy . We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors and subject to any restrictions that may be imposed by our lenders. 15 Equity Compensation Plan. We have an equity compensation plan. Our 2013 Stock Incentive Plan was effective on March 4, 2013. The table set forth below presents information as of the date of this Annual Report: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Available for Future Issuance Under Equity Compensation Plans (excluding column (a)) (c) Equity Compensation Plans Approved by Security Holders n/a n/a n/a Equity Compensation Plans Not Approved by Security Holders n/a n/a n/a 2013 Stock Incentive Plan n/a n/a 3,625,000 Total n/a n/a 3,625,000 We are authorized to issue 30,000,000 shares of our common stock pursuant to our 2013 Stock Incentive Plan. (the "2013 Plan"). To date, we have granted 26,375,000 shares under this plan. The remaining unissued share are not adjusted by the February 26, 2014 reverse split as noted in Section 4.3 of the 2013 plan as follows: 4.3 Anti-Dilution . Notwithstanding anything contained in the Plan to cover the contrary, including any adjustments discussed in this Section 4, the maximum aggregate number of shares of Common Stock that may be issued and sold under all Awards granted under the Plan shall be anti-dilutive in the event of a reverse stock split by the Company and shall not result in any reduction in the number of shares available and authorized under the Plan at the effective time of such reverse stock split(s). 2013 Plan The purpose of the 2013 Stock Incentive Plan of Bio-Solutions Corp. is to further align the interests of employees, directors and non-employee Consultants with those of the stockholders by providing incentive compensation opportunities tied to the performance of the Common Stock and by promoting increased ownership of the Common Stock by such individuals. The 2013 Plan is also intended to advance the interests of the Company and its stockholders by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent. 16 Administration. The 2013 Plan shall be administered by a Committee comprised of one or more members of the Board, or if no such committee exists, the Board. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the 2013 Plan. Subject to the express limitations of the 2013 Plan, the Committee shall have authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. Subject to the terms of the 2013 Plan, the Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent with the 2013 Plan, provided that no such action shall adversely affect the rights of a Participant with respect to an outstanding Award without the Participant’s consent. The Committee shall also have discretionary authority to interpret the 2013 Plan, to make factual determinations under the 2013 Plan, and to make all other determinations necessary or advisable for 2013 Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the 2013 Plan or any Award Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the 2013 Plan. The Committee’s determinations under the 2013 Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the 2013 Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations and actions by the Committee shall be final, conclusive, and binding upon all parties. Shares Subject to the 2013 Plan. The maximum aggregate number of shares of Common Stock that may be issued and sold under all Awards granted under the 2013 Plan shall be thirty-million (30,000,000) shares. Shares of Common Stock issued and sold under the 2013 Plan may be either authorized but unissued shares or shares held in the Company’s treasury. To the extent that any Award involving the issuance of shares of Common Stock is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or otherwise terminates without an issuance of shares of Common Stock being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the 2013 Plan pursuant to such limitations. Any Awards or portions thereof that are settled in cash and not in shares of Common Stock shall not be counted against the foregoing maximum share limitations. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee may, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the 2013 Plan, cause an adjustment to be made in (i) the maximum number and kind of shares provided hereof, (ii) the number and kind of shares of Common Stock, or other rights subject to then outstanding Awards, (iii) the exercise or base price for each share or other right subject to then outstanding Awards, and (iv) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code. Notwithstanding anything contained in the 2013 Plan to cover the contrary, including any adjustments, the maximum aggregate number of shares of Common Stock that may be issued and sold under all Awards granted under the 2013 Plan shall be anti-dilutive in the event of a reverse stock split by the Company and shall not result in any reduction in the number of shares available and authorized under the 2013 Plan at the effective time of such reverse stock split(s). Participation and Awards. All Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants under the 2013 Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted and the number of shares of Common Stock or units subject to Awards granted under the 2013 Plan. In selecting Eligible Persons to be Participants and in determining the type and amount of Awards to be granted under the 2013 Plan, the Committee shall consider any and all factors that it deems relevant or appropriate. 17 Stock Options. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to Section 422 of the Code, each Stock Option shall be designated, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option. The exercise price per share of a Stock Option shall not be less than 85 percent of the Fair Market Value of the shares of Common Stock on the Date of Grant, provided that the Committee may in its discretion specify for any Stock Option an exercise price per share that is higher than the Fair Market Value on the Date of Grant, except that the price shall not be less than 110 percent of the Fair Market Value in the case of any person who owns securities possessing more than 10 percent of the total combined voting power of all classes of securities of the Company. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Option or portion thereof shall become vested and/or exercisable, and may accelerate the vesting or exercisability of any Stock Option at any time, provided, however, that any Stock Option shall vest at the rate of at least twenty percent (20%) per year over five (5) years from the date the Stock Option is granted, subject to reasonable conditions as may be provided for in the Award Agreement. However, in the case of a Stock Option granted to officers, Non-employee Directors, managers or Consultants of the Company, the Stock Option may become fully exercisable, subject to reasonable conditions, at any time or during any period established by the Company. The requirements for vesting and exercisability of a Stock Option may be based on the continued Service of the Participant with the Company or its Affiliates for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. Stock Awards. A Stock Award may be granted to any Eligible Person selected by the Committee. A Stock Award may be granted for past services, in lieu of bonus or other cash compensation, as directors’ compensation or for any other valid purpose as determined by the Committee. A Stock Award granted to an Eligible Person represents shares of Common Stock that are issued without restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in the 2013 Plan and the Award Agreement. The deemed issuance price of shares of Common Stock subject to each Stock Award shall not be less than 85 percent of the Fair Market Value of the Common Stock on the date of the grant. In the case of any person who owns securities possessing more than ten percent of the combined voting power of all classes of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of Common Stock subject to each Stock Award shall be at least 100 percent of the Fair Market Value of the Common Stock on the date of the grant. The Committee may, in connection with any Stock Award, require the payment of a specified purchase price. Restricted Stock Awards. Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The deemed issuance price of shares of Common Stock subject to each Restricted Stock Award shall not be less than 85 percent of the Fair Market Value of the Common Stock on the date of the grant. In the case of any person who owns securities possessing more than ten percent of the combined voting power of all classes of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of Common Stock subject to each Restricted Stock Award shall be at least 100 percent of the Fair Market Value of the Common Stock on the date of the grant. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award. The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement, provided that the Committee may accelerate the vesting of a Restricted Stock Award at any time. Such vesting requirements may be based on the continued Service of the Participant with the Company or its Affiliates for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. If the vesting requirements of a Restricted Stock Award shall not be satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall be returned to the Company. Change in Control. Except to the extent an Award Agreement provides for a different result, notwithstanding anything elsewhere in the 2013 Plan or any rules adopted by the Committee pursuant to the 2013 Plan to the contrary, if a Triggering Event shall occur within the 12-month period beginning with a Change in Control of the Company, then, effective immediately prior to such Triggering Event, each outstanding Stock Option, to the extent that it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement. 18 Forfeiture Events. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of Service for cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company. Effective Date; Amendment and Termination. The 2013 Plan shall become effective following its adoption by the Board. The term of the 2013 Plan shall be ten (10) years from the date of adoption by the Board. The Board may at any time and from time to time and in any respect, amend or modify the 2013 Plan. The Board may seek the approval of any amendment or modification by the Company’s stockholders to the extent it deems necessary or advisable in its discretion for purposes of compliance with Section 162(m) or Section 422 of the Code, or exchange or securities market or for any other purpose. No amendment or modification of the 2013 Plan shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award. The 2013 Plan shall terminate on the tenth anniversary of the date of its adoption by the Board. The Board may, in its discretion and at any earlier date, terminate the 2013 Plan. Notwithstanding the foregoing, no termination of the 2013 Plan shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award. S-8 Registration Statement On March 4, 2013, we filed an S-8 registration statement with the Securities and Exchange Commission registering up to 30,000,000 shares of common stock under our 2013 Plan. As of the date of this Annual Report, an aggregate 26,375,000 shares of the Company’s common stock have been granted under the 2013 Plan. As of the date of this Annual Report, no Stock Options have been awarded. Recent Sales of Unregistered Securities. During the fiscal year ended December 31, 2013 and through the current date we issued a total of 6,201,691 shares during the year ended December 31, 2013 and a further 4,455,226 shares to the current date of our common stock. a) During January 2013 a consultant was issued 200,000 unregistered shares of the Company’s common stock for marketing services to the Company. These shares were valued at $26,000 or $0.130 per share. b) During January 2013 a consultant was granted 50,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company. These shares were valued at $6,000 or $0.120 per share. The shares were issued on April 23, 2013. c) During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 442,617 unregistered shares of the Company’s common stock at $0.070 per share. d) During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,091 including interest was converted into 44,158 unregistered shares of the Company’s common stock at $0.070 per share. e) During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 177,344 unregistered shares of the Company’s common stock at $0.025 per share. The shares were issued on April 3, 2013. f) During April 2013, a convertible promissory note totaling $10,266 including interest was fully converted into 146,654 unregistered shares of the Company’s common stock at $0.070 per share. g) During May 2013 a consultant was granted 10,000 unregistered shares of the Company’s common stock for investor relation services to the Company. These shares were valued at $1,410 or $0.141 per share. 19 h) During May 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,175 including interest was converted into 102,500 unregistered shares of the Company’s common stock at $0.070 per share. i) During June 2013, a director was issued 250,000 unregistered shares of the Company’s common stock for marketing services compensation. These shares were valued at $0.150 per share or $37,500. j) During June 2013, an employee was issued 350,000 unregistered shares of the Company’s common stock for website services and salary compensation. These shares were valued at $0.150 per share or $52,500. k) During June 2013, a consultant was issued 250,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation. These shares were valued at $0.150 per share or $37,500. l) During June 2013, our former chief executive officer was issued 1,500,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011. These shares were valued at $0.150 per share or $225,000. m) During June 2013, a consultant was issued 250,000 unregistered shares of the Company’s common stock for investor relations compensation. These shares were valued at $0.150 per share or $37,500. n) During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.050 per share. o) During August 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $12,500 was converted into 125,000 unregistered shares of the Company’s common stock at $0.100 per share. p) During September 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,688 including interest was converted into 153,750 unregistered shares of the Company’s common stock at $0.050 per share. q) During September 2013, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $6,000 was converted into 600,000 unregistered shares of the Company’s common stock at $0.010 per share. r) During November 2013, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $7,167 including interest was converted into 716,667 unregistered shares of the Company’s common stock at $0.015 per share. s) During December 2013, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $10,189 including interest was converted into 679,251 unregistered shares of the Company’s common stock at $0.015 per share. t) During December 2013, a consultant was granted 800,000 unregistered shares of the Company’s common stock for a clinical research study on our Type2Defense product. These shares were valued at $0.018 per share or $14,400. The shares were issued in January 2014. u) During January 2014, our former chief executive officer canceled 600,000 of his personal unregistered shares of the Company’s common stock to satisfy a promissory note conversion request. These shares were valued at $0.035 per share or $21,000. v) During January 2014, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $12,849 including interest was converted into 856,632 unregistered shares of the Company’s common stock at $0.015 per share. w) During March 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share. x) During March 2014, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $13,151 including interest was converted into 658,594 unregistered shares of the Company’s common stock at $0.020 per share. y) During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company. The firm will be compensated with 360,000 unregistered shares of the Company’s common stock payable in increments of 30,000 shares per month for twelve (12) months starting on April 1, 2014. As of June 20, the Company issued 90,000 unregistered shares of the Company’s common stock which were valued at $0.014 per share or $1,239. z) During April 2014, our former chief executive officer was re-issued 600,000 unregistered shares of the Company’s common stock which were canceled in January 2014 to satisfy a promissory note conversion request. These shares were valued at $0.035 per share or $21,000. aa) During April 2014, Thomas Metzger, our chief executive officer/chief financial officer was issued 250,000 unregistered shares of the Company’s common stock for compensation. These shares were valued at $0.0151 per share or $3,375. bb) During April 2014, James Hodge, our chairman of the board of directors, was issued 250,000 unregistered shares of the Company’s common stock for joining the Company’s board. These shares were valued at $0.0151 per share or $3,375. cc) During April 2014, Peggy Knight our chief marketing officer was issued 750,000 unregistered shares of the Company’s common stock for marketing compensation. These shares were valued at $0.0151 per share or $11,325. 20 With respect to the sales of all securities · the aggregate shares of common stock were issued to eight United States residents and a Canadian resident in reliance on Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities; · the sale was made to a sophisticated or accredited investor, as defined in Rule 502; · we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished; · at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2; and · neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising. Use of Proceeds of Registered Securities. There were no proceeds from the sales the Company’s unregistered common stock during the year ended December 31, 2013. Penny Stock Regulation. Shares of our common stock are and will probably be subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules; deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following: · a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; · a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws · a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price; · a toll-free telephone number for inquiries on disciplinary actions; · definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and · such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation. Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following: · the bid and offer quotations for the penny stock; · the compensation of the broker-dealer and its salesperson in the transaction: · the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and · monthly account statements showing the market value of each penny stock held in the customer’s account. 21 In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules. Purchases of Equity Securities. None during the period covered by this report. Item 6. Selected Financial Data. Not applicable.