What changed in this filing

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Item 9A. Controls and Procedures

2017-03-29 compared with 2016-04-14 · 46 added, 58 removed, 147 unchanged (41% of the section changed)

1 unchanged sentence

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, 2015, the date of this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated by our management, including our Chief Executive Officer/Chief Financial Officer, to allow timely decisions regarding required disclosure in accordance with the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act of 1934.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Form 10-K, we conducted an evaluation, with the participation of our Chief Executive Officer/Chief Financial Officer.

of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon the foregoing, our Chief Executive Officer/Chief Financial Officer concluded that, as of December 31, 2016, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act of 1934 reports was recorded, processed, summarized and reported on a timely basis.

The Company is undertaking to improve its internal control over financial reporting and improve its disclosure controls and procedures.

As of June 30, 2016, we had identified the following material weaknesses which still exist through the date of this report:

We did not maintain effective controls over the disclosure control environment.

Specifically, the board does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Additionally, controls related to the segregation of certain duties have not been developed and therefore the Company has not been able to adhere to them.

For these reasons, management has determined that these circumstances constitute a material weakness.

Management's Annual Report on Internal Control Over Financial Reporting

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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 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, 2015.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, the Company assessed 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, 2016.

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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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.

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 of 1934) during our most recently completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Chief Executive Officer, Chief Financial Officer, Sole Director

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.

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

Fleming has been a principal of BTB Management, a related party and investor in Glucose Health, Inc.

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

In addition to serving as director and officer of Glucose Health Inc., Mr.

Fleming is a director of Nacel Energy Corporation.

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.

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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;

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 and financial statements, (ii) assessing the general application of generally accepted accounting 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.

However, the board of directors believes that there are not any audit committee members who have obtained these attributes through the experience specified in the Securities and Exchange Commission’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 can fulfill its role under Securities and Exchange Commission 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.

Presently, the board of directors acts as the audit committee and 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.

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Chief Financial Officer.

$ 227,300 (1)

Chairman of the board of directors

Metzger Ph.D.,

former Chief Executive Officer,

Chief Financial Officer, director (a)

former Chief Executive Officer,

Chief Financial Officer, director (b)

______________

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 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.

Metzger resigned July 22, 2014.

Gallagher resigned April 8, 2014.

Outstanding Equity Awards

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Chief Financial Officer.

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

6 unchanged sentences

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, 2015, 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.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2016, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, our director(s) and named executive officer(s), and all of our director(s) and executive officer(s) as a group.

Title of Class

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Officers and Directors

Murray Fleming, CEO, CFO, sole director

600,000 shares

James Hodge, former director*

Murray Fleming, CEO, CFO, director.

600,000 shares

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

All director(s) and named executive officer(s) as a group.

600,000 shares

5% and greater beneficial owners.

______________ * Resigned February 5, 2016

_________________

*Figures may vary due to rounding.

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

On October 1, 2014, Mr.

As of October 1, 2014, Mr.

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

1 unchanged sentence

Related Party Transactions

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.

On May 1, 2016, the Company issued a $35,000 note to a corporation owned by the Company’s CEO.

The loan bears interest at 24% per annum and has a maturity date of December 31, 2016.

$35,000 remains outstanding as of December 31, 2016.

On April 1, 2016, the Company consolidated 18 separate convertible promissory notes of various principal amounts and fixed conversion prices, all bearing 5% interest per annum, issued to a corporation owned by the Company’s CEO during the period from August 4, 2014 through April 1, 2016, into a single convertible promissory note of $112,157, bearing 5% interest per annum with a pro-rata fixed conversion price of $0.011, plus $5,939 accrued interest not subject to additional interest.

The consolidation was for the purposes of administrative simplification and no inducement nor benefit was given to the corporation owned by the Company’s CEO.

The current net note balance is $112,157.

On March 11, 2016, the Company issued a $35,000 note to a corporation owned by the Company's CEO.

The loan bears interest at 24% per annum and has a maturity date of July 11, 2016.

On July 29, 2016, the loan was repaid in full.

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:

1 unchanged sentence

disclose in any and all filings with the Securities and Exchange Commission, where required;

obtain disinterested directors consent;

obtain directors consent where required;

obtain shareholder consent where required.

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Principal Accountant Fees and Services.

Fees of $10,900 and $16,480 in the fiscal year ended December 31, 2015 and 2014, 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, 2015 and 2014, 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, 2015 and 2014 respectively, our accountants did not render any service for tax compliance, tax advice, and tax planning work.

All Other Fees

Fees of $11,550 and $10,900 for the fiscal years ended December 31, 2016 and 2015, respectively, were paid for services rendered by our independent registered public accounting firm for the audit of our annual financial statements and quarterly review of our financial statements included in our Form 10-K.

Audit-Related Fees

Fees of $500 and -0- for the fiscal years ended December 31, 2016 and 2015, respectively, were paid for services rendered by our independent registered public accounting firm related to the audit of our annual financial statements and quarterly review of our financial statements included in our Form 10-K, in addition to those fees disclosed above under “Audit Fees.”

For the fiscal year ended December 31, 2016 and 2015 respectively, our independent registered public accounting firm did not render any services for tax compliance, tax advice, and tax planning work.

All Other Fees

For the fiscal year ended December 31, 2016 and 2015 respectively, our independent registered public accounting firm did not render any other services.

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.

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

Prior to engaging our independent registered public accounting firm to perform any services, our board of directors obtains an estimate for the service to be performed.

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

Exhibits, Financial Statement Schedules.

1 unchanged sentence

Included in Item 7

(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, 2016

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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.

April 14, 2016

March 28, 2017

/s/ Murray Fleming

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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.

April 14, 2016

March 28, 2017

/s/ Murray Fleming

3 unchanged sentences

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