**SECURITIES AND EXCHANGE COMMISSION** 

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED **DECEMBER 31, 2014**

 

COMMISSION FILE NUMBER: **814-00717**

 

| **UNITED HEALTH PRODUCTS, INC.**                       |
|--------------------------------------------------------|
| (Exact name of Registrant as specified in its charter) |

 

| **Nevada**                                                |   | **84-1517723**                          |
|-----------------------------------------------------------|--------|-----------------------------------------|
| (State of jurisdiction of incorporation or organization)  |   | (I.R.S. Employee Identification Number) |
|                                                      |   |                                    |
| **10624 S. Eastern Avenue, Ste. A209**

**Henderson, NV** |   | **89052**                               |
| (Address of principal executive offices)                  |   | (Zip Code)                              |

   

 Registrant's telephone number, including area code: **(877) 358-3444**    

 

Securities registered pursuant to Section 12 (b) of the Act: **None**     

 

Securities registered pursuant to Section 12 (g) of the Act: **Common Stock, $.001 Par Value**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No x

 

Check whether the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  ̈

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No  ̈

 

Indicate by check mark whether the Registrant has submitted electronically and posted on it corporate Web site, if any, every Interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ̈ No  ̈

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K  ̈.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act: smaller reporting company x.

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No x

 

As of June 30, 2014, the number of shares held by non-affiliates was approximately 102,000,000 shares. The approximate market value based on the last sale (i.e. $.135 per share as of June 30, 2014, the last business day of the second quarter) of the Company’s Common Stock was approximately $13,770,000.

 

The number of shares outstanding of the Registrant’s Common Stock, as of the filing date of this Form 10-K was 136,319,126 after giving effect to the cancellation of 2,090,000 shares that Dr. Forman has agreed to cancel, the issuance of 3,000,000 shares to Dr. Forman pursuant to his employment agreement of November 2014, the issuance of shares paid and unissued as of December 31, 2014 and the issuance of 21,000,000 shares to our chief Executive officer in January 2015.

 

 

 

***Explanatory Note:***

 

This Amendment is being filed for the sole purpose of filing Exhibit 23.1.

 

**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**

 

(1) Financial Statements 

 

The financial statements required by Item 8 are submitted in a separate section of this report, beginning Page F-1, incorporated herein and made a part hereof.

 

(2) Financial Statement Schedules 

 

Schedules have been omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements or notes thereto.

 

|   |
|--------|
| 2      |
|        |

  

(3) Exhibits 

 

(a) Exhibits 

 

The following exhibits are filed with this report, or incorporated by reference as noted:

 

| 3(i)   | Articles of Incorporation of the Company, dated February 28, 1997. (2) |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
| 3(ii)  | Amendment to Articles of Incorporation. (1)                            |
|   |                                                                   |
| 3(ii)  | By-laws of the Company. (2)                                            |
|   |                                                                   |
| 10.1   | Employment Agreement – Dr. Phillip Forman (3)                    |
|   |                                                                   |
| 10.2   | Employment Agreement – Nate Knight (3)                           |

 

| 10.3   | Consulting Agreement with Douglas Beplate (4)                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                              |
| 10.4   | Employment Agreement with Douglas Beplate which supersedes and replaces consulting agreement in exhibit 10.3. (5) |
|   |                                                                                                              |
| 21     | Subsidiaries of the Registrant – none                                                                       |
|   |                                                                                                              |
| 23.1   | Accountant’s consent pertaining to S-8 Registration Statement**                                             |
|   |                                                                                                              |
| 31.1   | Certification of Principal Executive Officer*                                                                     |
|   |                                                                                                              |
| 31.2   | Certification of Principal Financial Officer*                                                                     |
|   |                                                                                                              |
| 32.1   | Section 1350 Certificate by Principal Executive Officer*                                                     |
|   |                                                                                                              |
| 32.2   | Section 1350 Certificate by Principal Financial Officer*                                                     |
|   |                                                                                                              |
| 99.1   | 2013 Employee Benefit and Consulting Services Compensation Plan (2)                                               |

 

| 101.SCH | Document, XBRL Taxonomy Extension (*)                        |
|---------|--------------------------------------------------------------|
|    |                                                         |
| 101.CAL | Calculation Linkbase, XBRL Taxonomy Extension Definition (*) |
|    |                                                         |
| 101.DEF | Linkbase, XBRL Taxonomy Extension Labels (*)                 |
|    |                                                         |
| 101.LAB | Linkbase, XBRL Taxonomy Extension (*)                        |
|    |                                                         |
| 101.PRE | Presentation Linkbase (*)                                    |

_______________ 

| *   | Previously filed.                                                                                |
|----------|--------------------------------------------------------------------------------------------------|
| **  | Filed herewith.                                                                                  |
|     |                                                                                             |
| (1)      | Incorporated by reference to the Company's Form 10-Q for the quarter ended September 30, 2014.   |
| (2)      | Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2005. |
| (3)      | Incorporated by reference to Form 8-K dated November 23, 2014.                                   |
| (4)      | Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2013.                  |
| (5)      | Incorporated by reference to the Form 8-K dated January 16, 2015.                                |

  

|   |
|--------|
| 3      |
|        |

  

**SIGNATURES**

 

Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                      | **UNITED HEALTH PRODUCTS, INC.** |                        |
|---------------------------|----------------------------------|-----------------------------|
|                      |                             |                        |   |
| Dated: June 25, 2015 | By:                              | */s/ Douglas Beplate*  |   |
|                      |                             | Douglas Beplate             |   |
|                      |                             | Principal Executive 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:

 

| **Signatures**        |   | **Title**                                |   | **Date**      |
|-----------------------|--------|------------------------------------------|--------|---------------|
|                  |   |                                     |   |          |
| */s/ Douglas Beplate* |   | Principal Executive Officer              |   | June 25, 2015 |
| Douglas Beplate  |   |                                     |   |          |
|                  |   |                                     |   |          |
| */s/ Nate Knight*     |   | Principal Financial Officer and Director |   | June 25, 2015 |
| Nate Knight           |   |                                     |   |          |
|                  |   |                                     |   |          |
| */s/ John Capotorto*  |   | Director                                 |   | June 25, 2015 |
| John Capotorto        |   |                                     |   |          |
|                  |   |                                     |   |          |
|                  |   | Director                                 |   |          |
| Robert Denser         |   |                                     |   |          |

 

Nate Knight, John Capotorto and Robert Denser represent all the current members of the Board of Directors.

 

 

 

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