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Item 9A. Controls and Procedures

2016-04-14 compared with 2015-03-30 · 26 added, 85 removed, 179 unchanged (38% 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, 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.

Based upon their evaluation of those controls and procedures performed as of December 31, 2015, the date of this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's annual report on internal control over financial reporting.

22 unchanged sentences

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

Chief Executive Officer, Chief Financial Officer, Sole Director

Murray Fleming.

6 unchanged sentences

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.

Peggy Knight .

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.

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 resigned from the Company.

Fleming is a director of Nacel Energy Corporation and serves as interim CEO, CFO and director of Vaporbrands International, Inc.

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 serve at the discretion of the board.

Currently directors receive compensation of $500 per month.

Currently, no compensation is paid to Directors.

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

30 unchanged sentences

Name and Principal Position

Other Annual Compensation ($)

Restricted Stock Awards

Securities Underlying Options/SARs

Payouts LTIP Payouts

All Other Compensation

3 unchanged sentences

Chief Financial Officer

$ 227,300 (1)

Chairman of the board of directors

Peggy Knight,

Chief Marketing Officer

Metzger Ph.D.,

1 unchanged sentence

Chief Financial Officer, director (a)

William Gallagher,

former Chief Executive Officer,

5 unchanged sentences

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.

Employment Contracts and Termination of Employment.

Gallagher signed an 18 month employment contract on July 1, 2012.

The contract expired on December 31, 2013.

According to the contract, Mr.

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.

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.

Outstanding Equity Awards.

16 unchanged sentences

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

Chairman of the board of directors, interim Chief Financial Officer

former Chief Executive officer, Chief Financial Officer, director

Gallagher former Chief Executive Officer, Chief Financial Officer, director

Stock Options/SAR Grants .

No grants of stock options or stock appreciation rights were made since our date of incorporation on March 27, 2007.

There are no arrangements for stock options or stock appreciation rights or similar benefits for directors or executive officers.

Long-Term Incentive Plans .

2 unchanged sentences

Director Compensation.

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

Currently, no compensation is paid to Directors.

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

1 unchanged sentence

Title of Class

Name of Beneficial

Name of Beneficial Owner

Amount and Nature of

2 unchanged sentences

Officers and Directors

Murray Fleming, CEO, CFO

600,000 shares

James Hodge, Chairman of board of directors

Murray Fleming, CEO, CFO, sole director

600,000 shares

Peggy Knight, Chief Marketing Officer

James Hodge, former director*

49,219 shares

2 unchanged sentences

5% and Greater Beneficial Owners

_______________

______________ * Resigned February 5, 2016

** Figures may vary due to rounding.

4 unchanged sentences

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.

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 Ò Daily 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.

6 unchanged sentences

Related Party Transactions.

Gallagher signed an 18 month employment contract on July 1, 2012.

The contract expired on December 31, 2013.

According to the contract, Mr.

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.

On April 8, 2014, William Gallagher, Chief Executive Officer and director elected to retire from the Company.

Gallagher signed a twenty four (24) month advisory agreement to promote the Company’s product(s), introduce new products and to provide capital formation initiatives.

Gallagher will be compensation with a $2,500 monthly fee (an aggregate of $60,000).

In addition, Mr.

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

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.

On May 13, 2015, a consulting agreement was signed with Mr.

Gallagher, a previous CEO of the Company.

The Agreement rendered all previous agreements and monies owing pursuant to those agreements null and void and provided for compensation of $750 on a monthly basis at the election of the Company.

On March 18, 2015, an agreement for consulting services was signed with Mr.

James Hodge, a previous CEO and CFO of the Company.

The agreement provided for compensation of $500 per month.

Subsequent to the period ending December 31, 2015, on February 4, 2016, Mr.

Hodge resigned as director.

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:

18 unchanged sentences

(b) Exhibits.

Consent of Auditors at December 31, 2015

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, 2015

9 unchanged sentences

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.

March 30, 2015

April 14, 2016

/s/ Murray Fleming

3 unchanged sentences

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.

March 30, 2015

April 14, 2016

/s/ Murray Fleming

2 unchanged sentences

(Principal Executive Officer/Financial Officer)

March 30, 2015

/s/ James Hodge

Chairman of the board of directors

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