Glucose Health, Inc. 10-K

Item 5. Market for Common Equity and Related Stockholder Matters A. Market Information The Company's Common Stock is currently quoted by OTC Markets under the symbol GLUC. The high and low closing prices of the Company's common stock since January 1, 2014 are set forth below. These closing prices do not reflect retail mark-up, markdown or commissions. High Low 2015 First Quarter $ 0.1048 $ 0.0375 Second Quarter $ 0.65 $ 0.35 Third Quarter $ 0.061 $ 0.033 Fourth Quarter $ 0.0749 $ 0.031 2014 First Quarter $ 2.00 $ 0.95 Second Quarter $ 0.95 $ 0.50 Third Quarter $ 1.15 $ 0.28 Fourth Quarter $ 0.47 $ 0.08 Reports to Security Holders. 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, which includes us. The address of that site is www.sec.gov. Holders. As of April 14, 2016 we had 115 shareholders of record. However, the majority of our shareholders hold their stock in "street name" at brokerage and custodial firms. We estimate our total number of shareholders to be over 700. Our transfer agent is Nevada Agency & Transfer Company located at 50 West Liberty Street, Reno, Nevada, 89501 and their phone number is (775) 322-0626. Dividend Policy . We have never declared or paid a cash dividend. We do not expect to pay cash dividends 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. 10 Equity Compensation Plan 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 Stock Incentive Plan. During fiscal 2014, we issued 15,000 (split adjusted) shares pursuant to this plan. Our 2013 Stock Incentive Plan was formally rescinded by resolution of the board of directors in 2014. Recent sales of unregistered securities During the fiscal years ended December 31, 2014 and December 31, 2015, we issued a total of 925,106 and 973,063 shares of common stock respectively. a) During January 2014, William Gallagher, our former chief executive officer canceled 12,000 of his personal unregistered shares of the Company's common stock to satisfy a promissory note conversion request. These shares were valued at $1.75 per share or $21,000. b) 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 17,132 unregistered shares of the Company's common stock at $0.75 per share. c) 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 16,000 unregistered shares of the Company's common stock at $0.25 per share. d) 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 13,171 unregistered shares of the Company's common stock at $0.999 per share. e) 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 7,200 unregistered shares of the Company's common stock payable in increments of 600 shares per month for twelve (12) months starting on April 1, 2014. During 2014, the Company issued 7,200 unregistered shares of the Company's common stock, which were valued at $0.52 per share or $3,732 to fully satisfy the March 2014 agreement. f) During April 2014, William Gallagher, our former chief executive officer was re-issued 12,000 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 $1.75 per share or $21,000. g) During April 2014, Thomas Metzger, our former chief executive officer/chief financial officer was issued 5,000 unregistered shares of the Company's common stock for compensation. These shares were valued at $0.755 per share or $3,375. h) During April 2014, James Hodge, our chairman of the board of directors, was issued 5,000 unregistered shares of the Company's common stock for joining the Company's board. These shares were valued at $0.755 per share or $3,375. i) During April 2014, Peggy Knight our chief marketing officer was issued 15,000 unregistered shares of the Company's common stock for marketing compensation. These shares were valued at $0.755 per share or $11,325. j) 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 5,000 restricted shares of the Company's common stock. The shares were valued at $0.65 per share or $3,250. These shares were issued in July 2014. k) 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 16,412 unregistered shares of the Company's common stock at $0.25 per share. l) During July 2014, James Hodge, the Company's chairman of the board of directors, was issued 6,923 shares of the Company's restricted common stock for service to the Company. These shares were valued at $0.65 per share or $4,500. m) During July 2014, the Company signed a consulting agreement with an individual to provide website services for the Company. The consultant was compensated with 60,000 shares of the Company's common stock. The shares were valued at $69,000 or $1.15 per share. 11 n) During July 2014, Thomas Metzger Ph.D., our former Chief Executive Officer and Chief Financial Officer resigned from the Company to pursue other interests. Per board consent signed July 22, 2014, the 5,000 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 $0.985 per share. o) 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 12,235 unregistered shares of the Company's common stock at $0.25 per share. p) 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 10,115 unregistered shares of the Company's common stock at $0.25 per share. q) On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the "Glucose Health Natural Blood Sugar Maintenance" product for 300,000 unregistered shares of the Company's common stock valued at $0.38 per share or $114,000, from a company beneficially owned by our CEO, Murray Fleming. r) 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 300,000 unregistered shares of the Company's common stock valued at $0.38 per share or $114,000. s) During November 2014, a promissory note was partially converted into unregistered shares of the Company's common stock. The amount totaled $250 was converted into 50,000 unregistered shares of the Company's common stock at $0.005 per share. t) During December 2014, a promissory note was partially converted into unregistered shares of the Company's common stock. The amount totaled $285 including accrued interest was converted into 56,918 unregistered shares of the Company's common stock at $0.005 per share. u) During 2014, the Company issued 263 shares to satisfy rounding issues as a result of the reverse stock splits implemented during the year. v) During January 2015, the Company issued 58,092 shares of common stock to a corporation for conversion of $250 principal and $40 accrued interest related to a Note. These shares were valued at $0.005 per share. w) During February 2015, the Company issued 177,072 shares of common stock to a corporation for conversion of $750 principal and $136 accrued interest related to Note. These shares were valued at $0.005 per share. x) During February 2015, the Company issued 70,867 shares of common stock in final settlement of a consulting agreement. These shares were valued at $0.08467. y) During March 2015, the Company issued 162,264 shares of common stock to a corporation for conversion of $500 principal and $41 accrued interest related to a Note. These shares were valued at $0.005 per share. z) During April 2015, the Company issued 86,882 shares of common stock to a corporation for conversion of $400 principal and $40 accrued interest related to Note. These shares were valued at $0.005 per share. aa) During April 2015, the Company issued 50,000 shares of common stock in final settlement of a consulting agreement. These shares were valued at $0.0357 per share. bb) During May 2015, the Company issued 100,000 shares of common stock to pursuant to final settlement of an outstanding debt. These shares were valued at $0.2278 per share. cc) During June 2015, the Company issued 87,564 shares of common stock to a corporation for conversion of $400 principal and $38 accrued interest related to a Note. These shares were valued at $0.005 per share. dd) During June 2015, the Company issued 10,000 shares of common stock pursuant to a final settlement of an outstanding payable to an individual. These shares were valued at $0.05 per share. ee) During September 2015, the Company issued 88,438 shares of common stock to a corporation for conversion of $400 principal and $42 accrued interest pursuant to a Note. These shares were valued at $0.005 per share. ff) During November 2015, the Company issued 89,020 shares of common stock to a corporation for conversion of $400 principal and $45 accrued interest pursuant to a Note. These shares were valued at $0.04 per share. gg) During November 2015, the Company issued 50,000 shares of common stock to an individual for services rendered valued at $3,500. These shares were valued at $0.07 per share. hh) During December 2015, the Company issued 111,864 shares of common stock to a corporation for conversion of $500 principal and $59 accrued interest pursuant to a Note. These shares were valued at $0.07 per share. All issuances referenced above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. 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; they understood the economic risk of an investment in the securities; and 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 sales were made to sophisticated or accredited investors, as defined in Rule 501(a). Further, we gave the purchasers the opportunity to ask questions and receive answers concerning the terms and conditions and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense necessary to verify the accuracy of information furnished. At a reasonable time prior to the sale of securities, we advised the purchasers of the limitations on resale in the manner contained in Rule 502(d) 2. Neither we, nor any person acting on our behalf, sold the securities by any form of general solicitation or general advertising. 12 Use of Proceeds of Registered Securities. None Penny Stock Regulation. Shares of our common stock are 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). These penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from these rules to 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. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 suitability 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 is subject to penny stock rules. Issuer Purchases of Equity Securities We did not repurchase any shares of its common stock during the fiscal year ending December 31, 2015. Item 6. Selected Financial Data. Not applicable. 13