Glucose Health, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the nine months ended September 30, 2014 and through the current date we issued a total of 10,299,494 shares during the nine months ended September 30, 2014 and a further 30,210,000 shares to the current date of our common stock.10 a) 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. b) 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. c) 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. d) 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. e) 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. f) 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 October 21, 2014 the Company issued 360,000 unregistered shares of the Company’s common stock which were valued at $0.01 per share or $3,732 to fully satisfy the March 2014 agreement. g) 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. h) 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. i) 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. j) 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. k) During June 2014, the Company signed a one year consulting agreement with an individual to provide product marketing and performs duties as the Company’s spokesperson. The consultant earned 250,000 restricted shares of the Company’s common stock. The shares were valued at $0.013 per share or $3,250. These shares were issued in July 2014. l) During July 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $4,103 including accrued interest was converted into 820,606 unregistered shares of the Company’s common stock at $0.005 per share. m) During July 2014, James Hodge, the Company’s chairman of the board of directors, was issued 346,154 shares of the Company’s restricted common stock for service to the Company. These shares were valued at $0.013 per share or $4,500. n) During July 2014, the Company signed a consulting agreement with an individual to provide website services for the Company. The consultant was compensated with 3,000,000 shares of the Company’s common stock. The shares were valued at $69,000 or $0.023 per share. o) During July 2014, Thomas Metzger PhD, Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer resigned from the Company to pursue other interests. Per board consent signed July 22, 2014, the 250,000 unregistered shares of the Company’s common stock due to Mr. Metzger on September 4, 2014 in accordance with his consulting agreement signed in April 2014 were issued to Mr. Metzger. The shares were valued at $4,925 or $0.0197 per share. p) During August 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,059 including accrued interest was converted into 611,754 unregistered shares of the Company’s common stock at $0.005 per share. q) During September 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $2,529 including accrued interest was converted into 505,754 unregistered shares of the Company’s common stock at $0.005 per share. r) On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC. BTB Management LLC was compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $0.0076 per share or $114,000. s) On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12 month period ending October 1, 2015. Mr. Fleming was compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $0.0076 per share or $114,000. 11 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 nine months ended September 30, 2014. 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. 12 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. 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 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosure None