Glucose Health, Inc. 10-K/A

Item 9A. Controls and Procedures. Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of December 31, 2012, the date of this report, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective. Management's annual report on internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: · pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; · provide reasonable assurance that The Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statement. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, the Company conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of December 31, 2012. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiency that represents material weaknesses at December 31, 2012: · Due to the limited number of Company personnel, a lack of segregation of duties and responsibilities with respect to our cash and control over the disbursements related thereto. An essential part of internal control is for certain procedures to be properly segregated and the results of their performance are adequately reviewed. This is normally accomplished by assigning duties so that no one person handles a transaction from beginning to end and incompatible duties between functions are not handled by the same person. As a result of this material weakness described above, management has concluded that, as of December 31, 2012, the Company’s internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO. The Company intends to augment the Company’s internal controls procedures and expand the Company’s accounting staff. The Company intends to initiate measures to remediate and refine the Company’s internal controls to address this identified material weakness as the Company grows and obtains a stronger cash position that would justify additional expenditures. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. 29 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth information regarding our executive officers and directors: Name Age Position William Gallagher 73 Chief Executive Officer, Chief Financial Officer, Director Thomas E. Metzger 51 Director Mark Solomon 57 Former Director Dr. Gilles Chaumillon 50 Former President, Chief Executive Officer Gilbert Pomerleau 47 Former Chief Financial Officer, Director Ghislaine St-Hilaire 63 Former Director William Gallagher. Mr. Gallagher has over 40 years of investment banking experience having participated in private placements, syndications, corporate restructuring and initial public offerings. In 1992 he founded and is the president of JagCapital, Inc. a merchant bank headquartered in San Antonio, Texas and specializing in the hospitality industry, consumer products and energy transactions. From 1994-1998 he served as chairman and chief executive officer of Harvest Restaurant Group, a rotisserie chicken restaurant chain. In 1989 he founded Billy Blues BBQ sauce; and served as its chief executive officer until 1995. Billy Blues owned the nationally known Chris & Pitts Barbecue Sauce. From 2004 through 2006 he served as chairman and chief executive officer of Sweet Success Corporation. JagCapital, Inc. continued to consult with various companies including Organic Alliance Inc., an organic fruits and vegetables company in Salinas, California and Nest Ventures, a venture capital company in Scottsdale Arizona. Mr. Gallagher is a graduate of the University of Texas. Mr. Gallagher joined the board on October 10, 2011 and was appointed Chief Financial Officer. He was appointed Chief Executive Officer in June 2012. Thomas E. Metzger. Mr. Metzger is a skilled business executive having served as a chief executive officer, president, chief operating officer of multiple hotel and restaurant companies. He has special understanding and expertise in all aspects of the food service and hospitality industry including strategic planning, concept development, construction, financial development and management, human resources and marketing. In 2006 he formed the South Seas Restaurant Management Company which operated Little Caesars Pizza and Buffalo Wild Wings in the Hawaiian Islands. From 2004-2006 he serves as president and chief operating officer of Heart of America Restaurants and Inn’s (“HOARI”). HOARI operated eight different full service restaurant brands and seven different hotel franchise brands together with the Wild Wood Lodges brand. From 2001 through 2004 he served as president and chief financial officer of W P Pacific, Inc. W P Pacific owned and operated Wolfgang Puck Café’s, Wolfgang Puck Express, Cucina Presto, Cucina-Cucina restaurants and the Coffee and Tea Leaf coffee shops. From 1999 through 2001 her served as chief executive officer and president of Sizzler USA, Inc. which is engaged in the operation, development and franchising of Sizzler Family Steakhouse. Prior to this, Mr. Metzger had executive level positions with Wrapsters, Inc., Kenny Rogers Roasters International, Inc. and Mid Atlantic Restaurant Systems. He earned an undergraduate and masters of Science degree from LaSalle University in hotel and restaurant management. Mr. Metzger joined the board on October 10, 2011. Mark Solomon. Mr. Solomon was appointed to the board during July 2011. On February 15, 2012, Mr. Solomon tendered his resignation as a director of Bio-Solutions, Corp. Dr. Gilles Chaumillon. On June 15, 2012, Dr. Chaumillon tendered his resignation as an officer and director of Bio-Solutions, Corp. Gilbert Pomerleau . On October 10, 2011, Mr. Pomerleau tendered his resignation as an officer and director of Bio-Solutions, Corp. Ghislaine St-Hilaire . In July 2011, Ms. St-Hilaire tendered her resignation as vice president and secretary and director of Bio-Solutions, Corp. 30 All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. All officers are appointed annually by the board of directors and, subject to employment agreements (which do not currently exist) serve at the discretion of the board. Currently, directors receive no compensation. There are no family relationships between any of our officers or directors. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined. Code of Ethics. We do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics. Nominating Committee. Our entire Board participates in consideration of director nominees. The Board will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidates' skills and experience are complementary to the existing Board's skills and experience as well as the Board's need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria and then select nominees that Board believes best suit our needs. The Board will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to our board of directors at 1250 NE Loop 410, San Antonio, TX 78209. Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration. The Board will not evaluate candidates proposed by stockholders any differently than other candidates Audit Committee Financial Expert. Our board of directors does not have an “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (I) understanding generally accepted accounting principles (“GAAP”) and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there is not any audit committee members who have obtained these attributes through the experience specified in the SEC’s definition of “audit committee financial expert.” Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as “audit committee financial experts,” as competition for these individuals is significant. The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.” We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted. Audit Committee. Presently, the board of directors acts as the audit committee. The board of directors does not have an audit committee financial expert. The board of directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations. 31 Item 11. Executive Compensation Summary Compensation Table. The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our chief executive officer and our other executive officers for years ended December 31, 2012 and 2011. On March 29, 2011, the Company filed Form S-8 for our 2011 Stock Incentive and Equity Compensation Plan for 20,000,000 registered shares of the Company’s common stock. We issued 19,711,000 under this plan to officers, directors and others. The registered shares noted below were issued under this plan. Annual Compensation Long Term Compensation Name and Principal Position Year Salary ($) Bonus ($) Other Annual Compensation ($) Awards All Other Compensation Total Compensation Restricted Stock Awards ($) Securities Underlying Options/SARs (#) Payouts LTIP Payouts ($) Roger Corriveau, 2012 None None None None None None None None former officer, and director 2011 None None None None None None $172,500 (1) $172,500 Gilbert Pomerleau, 2012 None None None None None None None None former chief financial officer, director 2011 None None None None None None $55,000 (2) $55,000 Ghislaine St-Hilaire, 2012 None None None None None None None None former vice president, secretary, director 2011 None None None None None None $40,000 (3) $40,000 Gilles Chaumillon, 2012 None None None None None None None None former president, chief executive officer, director 2011 $71,000 None None None None None $125,000 (4) $196,000 William Gallagher, 2012 None None None None None None $225,000 (5) $225,000 chief executive officer, chief financial officer, director 2011 None None None None None None None None Thomas E. Metzger, 2012 None None None None None None $48,000 (6) $48,000 director 2011 None None None None None None None None Mark Solomon, 2012 None None None None None None $5,500 (7) $5,500 former director 2011 None None None None None None $10,000 (8) $10,000 _________ (1) Value of 1,000,000 registered shares issued in April 2011 at $0.08 per share; plus value of 500,000 unregistered shares issued in April 2011 at $0.08 per share; plus, value of 3,500,000 registered shares issued in September 2011 at $0.015 per share. (2) Value of 500,000 registered shares issued in April 2011 at $0.08 per share; plus, value of 1,000,000 registered shares issued in September 2011 at $0.015 per share. (3) Value of 500,000 registered shares issued in April 2011 at $0.08 per share. (4) Value of 1,000,000 registered shares issued in April 2011 at $0.08 per share; plus, value of 3,000,000 registered shares issued in September 2011 at $0.015 per share. (5) Value of 15,000,000 unregistered shares issued in October 2012 at $0.015 per share in accordance with Mr. Gallaher’s employment agreement dated July 1, 2012. (6) Value of 2,000,000 unregistered shares issued in July 2012 at $0.013 per share. (7) Value of 250,000 unregistered shares issued in July 2012 at $0.022 per share. (8) Value of 250,000 unregistered shares issued in July 2011 at $0.04 per share. 32 Employment Contracts and Termination of Employment. Mr. Gallagher signed an 18 month employment contract on July 1, 2012. The contract expires on December 31, 2013. According to the contract, Mr. Gallagher is compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.015 per share. The shares were issued in October 2012. Only Mr. Gallaher has an employment contract. We have no other plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment as a result of resignation or retirement. On August 17, 2009, we entered into an employment agreement with Gilles Chaumillon, our CEO. The agreement has a one-year term, however can be extended for additional one-year terms unless terminated by either party. The CEO’s compensation under the agreement is for a $100,000 (CD$) salary as well as the issuance of 750,000 shares of stock. 375,000 of those shares were issued in August 2009 and the remaining 375,000 shares were issued in January 2010. Mr. Chaumillon’s contract was not renewed at August 17, 2011. Outstanding Equity Awards. As of December 31, 2012, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards: Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options # Exercisable # Un-exercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock Not Vested Market Value of Shares or Units Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested Value of Unearned Shares, Units or Other Rights Not Vested Roger Corriveau former officer, and director 0 0 0 0 0 0 0 0 0 Gilbert Pomerleau, former chief financial officer, director 0 0 0 0 0 0 0 0 0 Ghislaine St-Hilaire, former vice president, secretary, director 0 0 0 0 0 0 0 0 0 Gilles Chaumillon, president, chief executive officer 0 0 0 0 0 0 0 0 0 William Gallagher, chief financial officer, director 0 0 0 0 0 0 0 0 0 Thomas E. Metzger, director 0 0 0 0 0 0 0 0 0 Mark Solomon, former director 0 0 0 0 0 0 0 0 0 33 Equity Compensation Plan. On March 29, 2011, the Company filed Form S-8 for our 2011 Stock Incentive and Equity Compensation Plan for 20,000,000 registered shares of the Company’s common stock. We issued 19,711,000 under this plan to officers, directors and others. Stock Options/SAR Grants . No grants of stock options or stock appreciation rights were made since our date of incorporation on March 27, 2007. Long-Term Incentive Plans . There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers. Director Compensation. Since March 27, 2007 through December 31, 2012, none of our directors received salary compensation solely by virtue of their serving on the Company’s Board of Directors. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2012, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officer, and all of our directors and executive officer as a group. Title of Class Name of Beneficial Owner Amount and Nature of Beneficial Owner Percent of Class Common Stock William Gallagher, chief executive officer, chief financial officer and director 16,400,000 shares 16.2% Common Stock Thomas E. Metzger, director 2,000,000 shares 2.0% Common Stock All directors and named executive officers as a group 18,400,000 shares 18.2%* Common Stock Capital Consulting Inc. 7,541,869 shares (1) 7.0% _______ * Figures may vary due to rounding. (1) Includes 7,142,857 shares of common stock issuable upon conversion of Notes Payable at $0.007 per share. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them. 34 Changes in Control. Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions. The Company conducts business with another company owned by a former officer of the Company. The Company uses office space in the other company’s offices. For the years ended December 31, 2012 and 2011 the Company incurred $0 and $4,104, respectively, for rent expense to this company. Mr. Gallagher signed an 18 month employment contract on July 1, 2012. The contract expires on December 31, 2013. According to the contract, Mr. Gallagher is compensated with 15,000,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.015 per share. The shares were issued in October 2012. With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following: · disclose such transactions in prospectuses where required; · disclose in any and all filings with the Securities and Exchange Commission, where required; · obtain disinterested directors consent; and · obtain shareholder consent where required. Director Independence. Members of our Board of Directors are not independent as that term is defined by defined in Rule 4200(a) (15) of the Nasdaq Marketplace Rules. Item 14. Principal Accountant Fees and Services. Audit Fees. The aggregate fees billed in the fiscal year ended December 31, 2012 and 2011, respectively, for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for each fiscal year was $20,000. Audit-Related Fees. For the fiscal year ended December 31, 2012 and 2011, there were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.” 35 Tax Fees. For the fiscal year ended December 31, 2012 and 2011 respectively, our accountants rendered services for tax compliance, tax advice, and tax planning work for which we paid $0 and $0, respectively. All Other Fees. None. Pre-Approval Policies and Procedures. Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures. Item 15. Exhibits, Financial Statement Schedules. (a) Financial Statements. Included in Item 7 (b) Exhibits. Exhibit No. Description 23.1 Consent of Auditors 31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 32.2 Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Employment Agreement 101.INS ** XBRL Instance Document 101.SCH ** XBRL Taxonomy Extension Schema Document 101.CAL ** XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ** XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ** XBRL Taxonomy Extension Label Linkbase Document 101.PRE ** XBRL Taxonomy Extension Presentation Linkbase Document ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 36 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 5, 2014 By: /s/ Thomas E. Metzger, PhD Thomas E. Metzger, PhD Its: Chief Executive Officer, Chief Financial Officer (Principal Executive, Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. May 5, 2014 By: /s/ James Hodge James Hodge Its: Chairmen of the Board of Directors 37