Glucose Health, Inc. 10-K

Item 5. Market for Common Equity and Related Stockholder Matters. Market Information The Company’s Common Stock is currently quoted by OTC Markets Group, Inc. through the Pink Open Market, known as OTC Pink, with the symbol GLUC. The high and low closing prices of the Company’s common stock since January 1, 2015 quoted by OTC Markets Group, Inc. are set forth below. Such closing prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. High Low 2015 First Quarter $ 0.1048 $ 0.0375 Second Quarter $ 0.065 $ 0.035 Third Quarter $ 0.061 $ 0.033 Fourth Quarter $ 0.0749 $ 0.031 2016 First Quarter $ 0.065 $ 0.0274 Second Quarter $ 0.50 $ 0.035 Third Quarter $ 0.445 $ 0.09 Fourth Quarter $ 0.09 $ 0.04 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 March 28, 2017, we had 114 shareholders of record. 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. 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. 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. 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. 11 Table Of Contents Equity Compensation Plan We have not established any compensation plans under which equity securities are authorized for issuance. Recent Sales of Unregistered Securities 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. a) 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. b) 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. c) 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. d) 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. e) 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. f) 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. g) 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. h) 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. i) 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. j) 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. k) 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. l) 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. m) 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. n) 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. These shares were valued at $0.005 per share. o) 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. These shares were valued at $0.0065 per share. p) 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. These shares were valued at $0.008 per share. q) 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. These shares were valued at $0.008 per share. r) 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. These shares were valued at $0.008 per share. s) 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. These shares were valued at $0.008 per share. t) 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. These shares were valued at $0.008 per share. 12 Table Of Contents 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. 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; 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). 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. Recent Sales of Registered Securities None. Use of Proceeds of Registered Securities Not applicable. 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. 13 Table Of Contents 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 our common stock during the fiscal year ending December 31, 2016. Item 6. Selected Financial Data. As a smaller reporting company, we are not required to provide the information required by this Item. 14 Table Of Contents