Glucose Health, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures 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. 21 Table Of Contents 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 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; · 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 statements. 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 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. In connection with the assessment described above, management identified the following control deficiency that represents material weaknesses at December 31, 2016: · 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, 2016, 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 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. Item 9B. Other Information. None. 22 Table Of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. As of the date of this Annual Report, the following table sets forth information regarding our executive officers and directors: Name Age Position Murray Fleming 54 Chief Executive Officer, Chief Financial Officer, Sole Director 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 a principal of BTB Management, a related party and investor in Glucose Health, Inc. Mr. 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. All officers are appointed annually by the board of directors and serve at the discretion of the board. Currently, no compensation is paid to Directors. 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 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. 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 609 SW 8 th Street, 6 th 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. The Board will not evaluate candidates proposed by stockholders any differently than other candidates 23 Table Of Contents 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 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 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 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. 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, our other executive officers and our directors for years ended December 31, 2015 and 2015. Annual Compensation Long Term Compensation Awards Name and Principal Position Year Salary ($) Bonus ($) Other Annual Compensation ($) Restricted Stock Awards ($) Securities Underlying Options/SARs (#) Payouts LTIP Payouts ($) All Other Compensation Total Compensation Murray Fleming, 2016 None None None None None None None None Chief Executive Officer, Chief Financial Officer. 2015 None None None None None None None None 24 Table Of Contents Outstanding Equity Awards As of December 31, 2016, 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 Murray Fleming, Chief Executive Officer, Chief Financial Officer. 0 0 0 0 0 0 0 0 0 Stock Options/SAR Grants There are no arrangements for stock options or stock appreciation rights or similar benefits for directors or executive officers. 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 Currently no compensation is paid to 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, 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 Name of Beneficial Owner Amount and Nature of Beneficial Owner Percent of Class Officers and Directors Common Stock Murray Fleming, CEO, CFO, director. 600,000 shares 18.1%* Common Stock All director(s) and named executive officer(s) as a group. 600,000 shares 18.1%* Common Stock 5% and greater beneficial owners. None None _________________ *Figures may vary due to rounding. 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. 25 Table Of Contents Changes in Control 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® 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. 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. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions 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: · disclose such transactions in prospectuses where required; · disclose in any and all filings with the Securities and Exchange Commission, where required; · obtain directors consent where required; 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. 26 Table Of Contents Item 14. Principal Accountant Fees and Services. 2016 2015 Audit Fees $ 11,050 $ 10,900 Audit Related Fees $ 500 $ - Tax Fees $ - $ - All Other Fees $ - $ - Total $ 11,550 $ 10,900 Audit 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.” Tax 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 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. 27 Table Of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Financial Statements Included in Item 7 (b) Exhibits Exhibit No. Description 31.1 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 32.1 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, 2016 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. 28 Table Of Contents 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. Date: March 28, 2017 By: /s/ Murray Fleming Murray Fleming Its: 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. Date: March 28, 2017 By: /s/ Murray Fleming Murray Fleming Its: Chief Executive Officer, Chief Financial Officer (Principal Executive Officer/Financial Officer) 29