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Market Information
−Removed: The Company's Common Stock is currently quoted by OTC Markets under the symbol GLUC.
−Removed: The high and low closing prices of the Company's common stock since January 1, 2014 are set forth below.
−Removed: These closing prices do not reflect retail mark-up, markdown or commissions.
+Added: The Company’s Common Stock is currently quoted by OTC Markets Group, Inc.
+Added: through the Pink Open Market, known as OTC Pink, with the symbol GLUC.
+Added: The high and low closing prices of the Company’s common stock since January 1, 2015 quoted by OTC Markets Group, Inc.
+Added: are set forth below.
+Added: Such closing prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
First Quarter
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The address of that site is www.sec.gov.
−Removed: As of April 14, 2016 we had 115 shareholders of record.
−Removed: However, the majority of our shareholders hold their stock in "street name" at brokerage and custodial firms.
−Removed: We estimate our total number of shareholders to be over 700.
+Added: As of March 28, 2017, we had 114 shareholders of record.
+Added: Shareholders of record does not include beneficial owners of our shares held in “street name” at brokerage and custodial firms, the accuracy of which cannot be guaranteed.
+Added: We estimate our total number of shareholders inclusive of shareholders of record and beneficial owners of shares held in street name, to be approximately 1,000.
+Added: Transfer Agent
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.
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Equity Compensation Plan
−Removed: 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.
−Removed: During fiscal 2014, we issued 15,000 (split adjusted) shares pursuant to this plan.
−Removed: Our 2013 Stock Incentive Plan was formally rescinded by resolution of the board of directors in 2014.
+Added: We have not established any compensation plans under which equity securities are authorized for issuance.
Recent Sales of Unregistered Securities
−Removed: 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.
−Removed: 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.
−Removed: These shares were valued at $1.75 per share or $21,000.
−Removed: During January 2014, a promissory note was converted into unregistered shares of the Company's common stock.
−Removed: 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.
−Removed: During March 2014, a promissory note was partially converted into unregistered shares of the Company's common stock.
−Removed: The amount totaled $4,000 was converted into 16,000 unregistered shares of the Company's common stock at $0.25 per share.
−Removed: During March 2014, a promissory note was converted into unregistered shares of the Company's common stock.
−Removed: 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.
−Removed: During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: These shares were valued at $1.75 per share or $21,000.
−Removed: 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.
−Removed: These shares were valued at $0.755 per share or $3,375.
−Removed: 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.
−Removed: These shares were valued at $0.755 per share or $3,375.
−Removed: During April 2014, Peggy Knight our chief marketing officer was issued 15,000 unregistered shares of the Company's common stock for marketing compensation.
−Removed: These shares were valued at $0.755 per share or $11,325.
−Removed: 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.
−Removed: The consultant earned 5,000 restricted shares of the Company's common stock.
−Removed: The shares were valued at $0.65 per share or $3,250.
−Removed: These shares were issued in July 2014.
−Removed: During July 2014, a promissory note was partially converted into unregistered shares of the Company's common stock.
−Removed: 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.
−Removed: 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.
−Removed: These shares were valued at $0.65 per share or $4,500.
−Removed: During July 2014, the Company signed a consulting agreement with an individual to provide website services for the Company.
−Removed: The consultant was compensated with 60,000 shares of the Company's common stock.
−Removed: The shares were valued at $69,000 or $1.15 per share.
−Removed: During July 2014, Thomas Metzger Ph.D., our former Chief Executive Officer and Chief Financial Officer resigned from the Company to pursue other interests.
−Removed: Per board consent signed July 22, 2014, the 5,000 unregistered shares of the Company's common stock due to Mr.
−Removed: Metzger on September 4, 2014 in accordance with his consulting agreement signed in April 2014 were issued to Mr.
−Removed: The shares were valued at $4,925 or $0.985 per share.
−Removed: During August 2014, a promissory note was partially converted into unregistered shares of the Company's common stock.
−Removed: 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.
−Removed: During September 2014, a promissory note was partially converted into unregistered shares of the Company's common stock.
−Removed: 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.
−Removed: 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.
−Removed: On October 1, 2014, Murray Fleming was appointed as the Company's Chief Executive Officer for the 12 month period ending October 1, 2015.
−Removed: Fleming was compensated with 300,000 unregistered shares of the Company's common stock valued at $0.38 per share or $114,000.
−Removed: During November 2014, a promissory note was partially converted into unregistered shares of the Company's common stock.
−Removed: The amount totaled $250 was converted into 50,000 unregistered shares of the Company's common stock at $0.005 per share.
−Removed: During December 2014, a promissory note was partially converted into unregistered shares of the Company's common stock.
−Removed: 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.
−Removed: During 2014, the Company issued 263 shares to satisfy rounding issues as a result of the reverse stock splits implemented during the year.
+Added: During the fiscal years ended December 31, 2015 and 2016, we issued a total of 1,142,063 and 860,385 shares of common stock respectively.
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.
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These shares were valued at $0.07 per share.
−Removed: All issuances referenced above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
+Added: During February 2016, the Company issued 90,094 shares of common stock to a corporation for conversion of $400 principal and $51 accrued interest pursuant to a Note.
+Added: These shares were valued at $0.005 per share.
+Added: During June 2016, the Company issued 130,000 shares of common stock to a corporation for conversion of $845 of accrued interest pursuant to a Note.
+Added: These shares were valued at $0.0065 per share.
+Added: During June 2016, the Company issued 81,250 shares of common stock to a corporation for conversion of $650 of accrued interest pursuant to a Note.
+Added: These shares were valued at $0.008 per share.
+Added: During August 2016, the Company issued 129,358 shares of common stock to a corporation for conversion of $1,000 principal and $35 accrued interest pursuant to a Note.
+Added: These shares were valued at $0.008 per share.
+Added: During September 2016, the Company issued 121,483 shares of common stock to a corporation for conversion of $950 principal and $22 accrued interest pursuant to a Note.
+Added: These shares were valued at $0.008 per share.
+Added: During October 2016, the Company issued 134,881 shares of common stock to a corporation for conversion of $1,050 principal and $29 accrued interest pursuant to a Note.
+Added: These shares were valued at $0.008 per share.
+Added: During November 2016, the Company issued 148,319 shares of common stock to a corporation for conversion of $1,150 principal and $37 accrued interest pursuant to a Note.
+Added: These shares were valued at $0.008 per share.
+Added: All issuances referenced above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).
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.
−Removed: The investors acknowledged that the securities to be issued have not been registered under the Securities Act;
+Added: The investors acknowledged that the securities had not been registered under the Securities Act;
they understood the economic risk of an investment in the securities;
−Removed: 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.
+Added: and they had the opportunity to ask questions of and receive answers from our management concerning all matters related to acquisition of the securities.
The sales were made to sophisticated or accredited investors, as defined in Rule 501(a).
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Neither we, nor any person acting on our behalf, sold the securities by any form of general solicitation or general advertising.
+Added: Recent Sales of Registered Securities
Use of Proceeds of Registered Securities
+Added: Not applicable.
Penny Stock Regulation
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Issuer Purchases of Equity Securities
−Removed: We did not repurchase any shares of its common stock during the fiscal year ending December 31, 2015.
+Added: We did not repurchase any shares of our common stock during the fiscal year ending December 31, 2016.
Selected Financial Data.
−Removed: Not applicable.
+Added: As a smaller reporting company, we are not required to provide the information required by this Item.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.