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Item 9A. Controls and Procedures

2015-03-30 compared with 2014-06-25 · 106 added, 91 removed, 158 unchanged (55% of the section changed)

2 unchanged sentences

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, 2013, the date of this report, our former Chief executive officer/former Chief financial officer concluded that our disclosure controls and procedures were not effective.

Based upon their evaluation of those controls and procedures performed as of December 31, 2014, the date of this report, our Chief Executive Officer and Interim 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:

Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and interim 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;

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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 Former Chief Executive Officer/Former 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, 2013.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Interim 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, 2014.

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.

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As of the date of this Annual Report, the following table sets forth information regarding our executive officers and directors:

Chief Executive Officer, Chief Financial Officer and Former Director

Chairman of the Board of Directors

Murray Fleming

Chief Executive Officer

Chairman of the Board of Directors and Interim Chief Financial Officer

Chief Marketing Officer and Executive Vice President of Marketing

Metzger, Ph.D.

Former Chief Executive Officer, Chief Financial Officer and Director

William Gallagher

Former Chief Executive Officer, Chief Financial Officer and Director

Metzger, PHD.

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.

Metzger joined the board on October 10, 2011.

On February 25, 2014, Mr Metzger was appointed president and chief operating officer of the Company.

On April 8, 2014, Mr Metzger resigned as director of the Company.

On April 21, 2014, Mr.

Metzger was appointed chief executive officer and chief financial officer of the Company.

Hodge was appointed as Chairmen of the Company’s board of directors on April 8 th , 2014.

Hodge serves as Board Chairman and CEO of ReelTime Rentals, Inc., overseeing and developing the company's new business plan and strategic initiatives.

For the previous ten years, Mr.

Hodge was a consultant to the private equity firm Capital Consulting, Inc.

of Delray Beach, Florida.

Murray Fleming.

On October 1, 2014, Murray Fleming was appointed the Company’s Chief Executive Officer for the 24-month period ending October 1, 2016.

On February 10, 2015 Mr.

Fleming was appointed the Company’s Chief Financial Officer.

From 2006 to the present date, Mr.

Fleming has been the managing director of a privately held investment company.

Fleming earned a Bachelor of Arts degree with formal concentrations in Economics & Environmental Studies from the University of Victoria in May of 1986.

In addition to serving as Chief Executive Officer of Glucose Health Inc., Mr.

Fleming is a member of the Board of Directors of Nacel Energy Corporation.

Hodge was appointed as Chairman of the Company’s board of directors April 8, 2014 and the Company’s interim Chief Financial Officer on July 22, 2014.

Hodge additionally serves as Chairman and CEO of ReelTime Rentals, Inc., a public company.

For the last ten years, Mr.

Hodge has been a consultant to the private equity firm Capital Consulting, Inc.

of Delray Beach, FL, which is a principal investor in Glucose Health, Inc.

Prior to this engagement he served as Director of Corporate Credit for Speedcom Wireless Corporation of Sarasota, Florida.

He has also managed several seven figure equipment lease portfolios.

Hodge has worked in the development of wireless technology businesses, exploring new and exciting platforms.

Peggy Knight .

Knight, joined the company as Executive Vice-President of Marketing On December 19, 2013.

Knight has over 20 years of retail experience with Walmart Stores Inc.

Knight joined the Company December 19, 2013.

Knight has over 20 years of retail experience with Walmart Inc.

and Sam’s Club.

Her expertise includes operations, marketing, sourcing, product development, vendor relations and financial services.

A long-time resident of Rogers, AR, home to the first Walmart which was built in 1962, she is currently the President of a highly successful independent consulting firm which for the past several years has assisted companies in bringing new products into Sam’s and Walmart eco-system and to set them apart from the fierce competition, that all vendors face in the aisles of the nation’s largest retailer.

Knight is also President of an independent consulting firm which assists companies in bringing new products into Sam’s Club and Walmart Inc.

On April 21, 2014, Ms.

Knight was appointed the Company’s Chief Marketing Officer.

Metzger, Ph.D.

On July 22, 2014, Mr.

Metzger resigned from the Company.

William Gallagher.

On April 8, 2014, Mr.

Gallagher retired from the Company.

Gallagher resigned from the Company.

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.

All officers are appointed annually by the board of directors and serve at the discretion of the board.

Currently directors receive compensation of $500 per month.

There are no family relationships between any of our officers or directors.

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Nominating Committee.

Our entire Board participates in consideration of director nominees.

Our entire board of directors 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.

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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.

Stockholders can suggest qualified candidates for director nominations by writing to our board of directors at 609 SW 8th Street, 6th Floor, Bentonville, AR 72712.

Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration.

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Name and Principal Position

Other Annual Compensation ($)

Restricted Stock Awards

Securities Underlying Options/SARs (#)

Payouts LTIP Payouts

All Other Compensation

Total Compensation

Gilles Chaumillon,

former president, chief executive officer, director (a)

William Gallagher,

former chief executive officer, chief financial officer, director (b)

chief executive officer, chief financial officer and former director

Murray Fleming,

Chief Executive Officer,

Chief Financial Officer

Chairman of the board of directors

Peggy Knight,

executive VP of marketing, chief

marketing officer

Mark Solomon,

former director (c)

Chief Marketing Officer

Metzger Ph.D.,

former Chief Executive Officer,

Chief Financial Officer, director (a)

William Gallagher,

former Chief Executive Officer,

Chief Financial Officer, director (b)

______________

Value of 1,500,000 unregistered shares issued in June 2013 at $0.15 per share for achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement.

Value of 1,500,000 unregistered shares issued in October 2012 at $0.15 per share in accordance with Mr.

Gallaher’s employment agreement dated July 1, 2012.

Value of 250,000 unregistered shares issued in June 2013 at $0.15 per share for Marketing services to the Company.

Value of 200,000 unregistered shares issued in July 2012 at $0.13 per share for director compensation to the Company.

Value of 25,000 unregistered shares issued in July 2012 at $0.22 per share for director compensation to the Company.

Chaumillon resigned June 15, 2012.

Value of 300,000 unregistered shares issued in October 2014 at $0.38 per share or $114,000 and 1,000 shares of unregistered shares preferred stock issued in November 2014 at $113.30 per share or $113,300, in accordance to Mr.

Fleming’s 24 month management consulting agreement dated September 30, 2014 and revised on November 28, 2014.

Value of 11,923 unregistered shares issued in April and July 2014 at $0.694 per share or $8,275 and 17,295 unregistered shares earned but not issued at $0.173 per share or $3,000, in accordance to Mr.

Hodge’s 12 month management consulting agreement dated April 4, 2014.

Value of 15,000 unregistered shares issued in April 2014 at $0.755 per share or $11,325, in accordance to Ms.

Knight’s 24 month sales consulting agreement dated April 4, 2014.

Value of 10,000 unregistered shares issued in April and July 2014 at $0.87 per share or $8,700, in accordance to Mr.

Metzger’s 12 month management consulting agreement dated April 4, 2014.

Value of 5,000 unregistered shares issued in July 2013 at $7.50 per share or $37,500 for director compensation to the Company.

Value of 30,000 unregistered shares issued in June 2013 at $7.50 per share or $225,000 for achieved the operational milestones as specified in the September 26, 2011 Type 2 Defense acquisition agreement.

Metzger resigned July 22, 2014.

Gallagher resigned April 8, 2014.

Solomon resigned February 15, 2012

Employment Contracts and Termination of Employment.

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According to the contract, Mr.

Gallagher is compensated with 1,500,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.15 per share.

Gallagher was to be compensated with 30,000 unregistered shares of the Company’s common stock valued at $225,000 or $7.50 per share.

The shares were issued in October 2012.

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.

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Value of Unearned Shares, Units or Other Rights Not Vested

Gilles Chaumillon, former president, former Chief executive officer

William Gallagher, former Chief executive officer, former Chief financial officer, director

Metzger PHD, president and director

James Hodge, chairman of the board of directors

Peggy Knight, chief marketing officer director

Mark Solomon, former director

Murray Fleming,

Chief Executive Officer

Chief Financial Officer

Chairman of the board of directors, interim

Chief Financial Officer

Peggy Knight,

Chief Marketing Officer

former Chief Executive officer,

Chief Financial Officer, director

William Gallagher,

former Chief Executive officer,

former Chief Financial Officer, director

Stock Options/SAR Grants .

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Director Compensation.

Since March 27, 2007 through December 31, 2013, none of our directors received salary compensation solely by virtue of their serving on the Company’s Board of Directors other than share based compensation.

Our directors currently receive salary compensation of $500 per month by virtue of their serving on the Company’s board of directors.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Officers and Directors

Metzger, director

Murray Fleming, CEO, CFO

600,000 shares

All directors and named executive officers as a group (3 persons)

James Hodge, Chairman of board of directors

49,219 shares

5% and Greater Beneficial Owners

Lisa and Chris Partners LTD

Peggy Knight, Chief Marketing Officer

15,000 shares

William Gallagher

All directors and named executive officers as a group (3 persons)

678,809 shares

5% and Greater Beneficial Owners

_______________

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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.

The following transaction resulted in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

On October 1, 2014, the Company entered into an agreement and issued 300,000 unregistered shares of the Company’s common stock to corporation beneficially owned by the Company’s CEO, Murray Fleming, to purchase the Glucose Health Natural Blood Sugar Maintenance™ product.

Additionally, on October 1, 2014, the Company entered into a management consulting agreement and issued 300,000 unregistered shares of the Company’s common stock to Murray Fleming.

The 300,000 shares issued to Mr.

Fleming directly and the 300,000 shares issued to the corporation over which Mr.

Fleming exercises voting control of the 300,000 shares, constitute a change of the control of the Company.

On October 1, 2014, Mr.

Fleming beneficially owned 600,000 shares or 50.1% of the outstanding shares of the Company’s common stock.

Certain Relationships and Related Transactions, and Director Independence.

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According to the contract, Mr.

Gallagher is compensated with 1,500,000 unregistered shares of the Company’s common stock valued at $225,000 or $0.15 per share.

Gallagher was to be compensated with 30,000 unregistered shares of the Company’s common stock valued at $225,000 or $7.5 per share.

The shares were issued in October 2012.

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Gallagher will receive a 10% commission on the collections of sales he consummates.

In addition, Mr Gallagher is owed $1,301 and Mr.

Ben Gallaher, former product director, is owed $17,398 for expenses paid on behalf of the Company.

On September 13, 2014, this agreement was revised to a $1,500 monthly fee (an aggregate of $45,000) and the term extended an additional 12 months ended on March 31, 2017.

In addition, Mr.

Gallagher is owed $1,301 and Mr.

Ben Gallagher, former product director, is owed $690 for expenses paid on behalf of the Company.

These balances are included in accounts payable and accrued expenses in the accompanying Balance Sheet.

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Principal Accountant Fees and Services.

The aggregate fees billed was $19,800 and $20,000 in the fiscal year ended December 31, 2013 and 2012, 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 was $7,800 and $20,000.

Fees of $16,480 and $19,800 in the fiscal year ended December 31, 2014 and 2013, respectively, were paid 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.

Audit-Related Fees.

For the fiscal year ended December 31, 2014 and 2013, 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.”

For the fiscal year ended December 31, 2013 and 2012 respectively, our accountants rendered services for tax compliance, tax advice, and tax planning work for which we paid $0 and $0, respectively.

For the fiscal year ended December 31, 2014 and 2013 respectively, our accountants did not render any service for tax compliance, tax advice, and tax planning work.

All Other Fees.

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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.

The board of directors in accordance with its procedures approved all of the services described above.

Exhibits, Financial Statement Schedules.

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(b) Exhibits.

Consent of Auditors

Consent of Predecessor Auditors

Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

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

Certification of Principal Executive Officer/Chief Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 as of December 31, 2014

Certification of Principal Executive Officer/Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as of December 31, 2014

XBRL Instance Document

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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.

June 25, 2014

/s/ Thomas E.

Chief Executive Officer, Chief Financial Officer and a Former Director

(Principal Executive, Financial and Accounting Officer)

March 30, 2015

/s/ Murray Fleming

Murray Fleming

Chief Executive Officer, Chief Financial Officer

(Principal Executive Officer/Financial 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.

June 25, 2014

/s/ Thomas E.

Chief Executive Officer, Chief Financial Officer and a Former Director

(Principal Executive, Financial and Accounting Officer)

June 25, 2014

March 30, 2015

/s/ Murray Fleming

Murray Fleming

Chief Executive Officer, Chief Financial Officer

(Principal Executive Officer/Financial Officer)

March 30, 2015

/s/ James Hodge

1 unchanged sentence

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.

What changed 10-K

Item 9A. Controls and Procedures