Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report: January 16, 2015

(Date of earliest event reported: January 12, 2015 )



(Exact name of registrant as specified in its charter)







(State or other jurisdiction of incorporation)


(Commission File Number)


(I.R.S. Employer Identification No.)


10624 S. Eastern Ave., Ste. A209

Henderson, NV 89052  

(Address of principal executive offices, zip code)


(877) 358-3444  

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):


¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))






Item 1.01. Entry into a Material, Definitive Agreement


On January 12, 2015, the Registrant entered into an employment agreement with Douglas Beplate, Chief Executive Officer of the Registrant. The employment agreement is filed as Exhibit 10.1.


Item 3.02. Unregistered Sale of Equity Securities


On January 12, 2015, the Board of Directors approved the employment agreement of Mr. Beplate pursuant to which a signing bonus of 11.1 million shares of common stock is required to be issued to Mr. Beplate. The Board also approved Mr. Beplate converting $821,700 of approximately $923,000 owed to him by the Registrant into an additional 9.9 million shares of common stock and permitting Mr. Beplate to receive a convertible note for any remaining monies owed to him or any additional monies loaned by him to the Registrant above and beyond $100,000, which the Board acknowledged is owed to him and the Registrant agreed will be repaid to him out of cash flow from operations.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.


On January 12, 2015, the Registrant entered into an employment agreement with Douglas Beplate, Chief Executive Officer of the Registrant. The employment agreement is filed as Exhibit 10.1.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.







Employment Agreement dated January 12, 2015 – Douglas Beplate. (Filed herewith.)






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 hereunto duly authorized. 






Dated: January 16, 2015


/s/ Douglas Beplate



Douglas Beplate, Chief Executive Officer









EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 12, 2015, by and between UNITED HEALTH PRODUCTS, INC. , a Nevada corporation (“Company”) and Douglas Beplate (“Employee”).


W I T N E S S E T H :


WHEREAS , Company desires to engage the services of Employee and Employee desires to provide the services to Company in connection with Company’s business; and


WHEREAS , both parties desire to clarify and specify the rights and obligations which each have with respect to the other in connection with Employee’s services.


NOW, THEREFORE , in consideration of the agreements and covenants herein set forth, the parties hereby agree as follows:


1. Employment


Employee hereby agrees to be employed by Company as Chief Executive Officer of the Company, and Employee hereby agrees to render his services in such capacity for the Term (as hereinafter defined), all subject to and on the terms and conditions herein set forth.


2. Duties and Responsibilities of Employee


(a) Employee will be the Chief Executive Officer of Company, subject to the other provisions of this Section 2. Employee may work from his home office so long as Employee is able to perform the duties associated with Chief Executive Officer of the Company in accordance with the Company’s By-Laws.


(b) During the term of this Agreement, Employee will exercise such authority, perform such executive duties and functions and discharge such responsibilities as he deems appropriate as are customarily vested in an officer of a public company with said title.


3. Exclusivity of Service


The Company agrees that Employee shall be required to devote the necessary business time, effort and attention to the business and efforts of the Company and its subsidiaries as the Company deems necessary for the performance of his duties. Employee may pursue other outside business interests that are not related to the same business as the Company, as long as it does not interfere with the Employee’s responsibilities for the Company.




4. Compensation; Bonus


(a) In consideration for Employee’s services to be performed under this Agreement and as compensation therefor, Company shall pay to Employee, commencing as of the date set forth above, a base salary at the rate of Eight Thousand Three Hundred Thirty-Three ($8,333) Dollars per month (the “Employee Base Salary”) which Employee Base Salary may be increased in the sole discretion of the Board. The Board shall determine whether to pay Employee’s Base Salary on a monthly basis, weekly basis or some other convenient mutually acceptable basis.


(b) As a signing bonus, Employee shall receive 11,100,000 shares of restricted common stock of the Company upon the execution of this Agreement.


(c) In addition to the Employee Base Salary, Employee shall receive an annual or other bonus at the sole discretion of the Board of Directors of the Company.


(d) Employee shall be rewarded annually a restricted stock bonus equal to 2 ½ % of gross sales with the number of shares computed based upon the average closing sales price of the Company’s common stock in the month of December of each year.


(e) Upon the sale of all or substantially all of the assets of the Company or other change in control or merger transaction in which the Company is involved, Employee will be rewarded with a number of shares of restricted common stock of the Company which equals 5% of the then outstanding shares of the Company’s common stock on a fully diluted basis.


(f) Employee shall be entitled to reimbursement of all out-of-pocket expenses incurred on behalf of the Company. Employee reimbursement for amounts in excess of $5,000 shall be approved in writing by another executive officer of the Company.


5. Indemnification


Employee shall be entitled to the following during and in respect of the term of this Agreement:


The Company shall provide to Employee to the full extent provided for under the laws of the Company’s state of incorporation and the Company’s Certificate of Incorporation and Bylaws, indemnification for any claim or lawsuit which may be asserted against Employee when acting in such capacity for the Company and/or any subsidiary or affiliated business. The Company shall use reasonable best efforts to include Employee as an insured under all applicable directors’ and officers’ liability insurance policies maintained by the Company, and any other subsidiary or affiliated business.


6.  Additional Compensation


In the event the Company seeks to terminate this Agreement in connection with a change in control, merger and/or strategic acquisition, the Board of Directors of the Company may determine in its sole discretion to provide termination pay in the form of cash, stock and/or other securities.




7. Term of Employment


Employee’s employment with the Company shall be considered an employee “at will,” except for the notice provisions provided in the next sentence. Employee and the Company agree to provide 30 days prior written notice to the other party prior to the termination of Employee’s employment with the Company.


8. Non-Competition; Non-Solicitation


(a) Employee hereby agrees and covenants that during the Term hereof that he will not directly or indirectly engage in or become interested (whether as an owner, principal, agent, stockholder, member, partner, trustee, venturer, lender or other investor, director, officer, employee, consultant or through the agency of any corporation, limited liability company, partnership, association or agent or otherwise) in any business enterprise which is engaged in the current business of the Company during the Term; provided , however , that ownership of not more than 15% of the outstanding securities of any class of any entity that are listed on a national securities exchange or traded in the over-the-counter market shall not be considered a breach of this Section 8.


(b) Employee agrees and covenants that during the Term hereof he and his agents will not (without first obtaining the written permission of Company) directly or indirectly participate in the solicitation of any business of any type conducted by Company during the period of this Agreement from any person or entity which was a client or customer of Company during the period of this Agreement, or was a prospective customer of Company from which Employee solicited business or for which a proposal for submission was prepared during the period.


(c) Employee agrees and covenants that during the Term of this Agreement he will not (without first obtaining the written permission of Company) directly or indirectly recruit for employment, or induce or seek to cause such person to terminate his or her employment with Company, any person who then is an employee of Company or who was an employee of Company during the preceding six (6) months.


9. Violation of Other Agreements and Authority


Employee represents and warrants to Company that he is legally able to enter into this Agreement; that he is not prohibited by the terms of any agreement, understanding or policy from entering into this Agreement; that the terms hereof will not and do not violate or contravene the terms of any agreement, understanding or policy to which Employee is or may be a party, or by which Employee may be bound; that Employee is under no physical or mental disability that would materially interfere with the performance of his duties under this Agreement. Employee agrees that, as it is a material inducement to Company that Employee make the foregoing representations and warranties and that they be true in all material respects.




10. Company Authority Relative to this Agreement


The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company has duly authorized the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated on its part by this Agreement, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or for the Company to consummate the transactions contemplated by it. The Company has duly validly executed and delivered this Agreement and it is a valid and binding Agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy or insolvency laws affecting creditors’ rights generally and to general principles of equity.


11. Notices


Any and all notices, demands or requests required or permitted to be given under this Agreement shall be given in writing and sent by email to the email address set forth at the foot of this Agreement. In the case of Employee sending an email to the Company, Employee shall provide a formal notice to each Board member with a copy to Morse & Morse, PLLC, as corporate/securities counsel.


12. Waivers


No waiver by any party of any default with respect to any provision, condition or requirement hereof shall be deemed to be a waiver of any other provision, condition or requirement hereof; nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.


13. Preservation of Intent


Should any provision of this Agreement be determined by a court having jurisdiction in the premises to be illegal or in conflict with any laws of any state or jurisdiction or otherwise unenforceable, Company and Employee agree that such provision shall be modified to the extent legally possible so that the intent of this Agreement may be legally carried out.


14. Entire Agreement


This Agreement sets forth the entire and only agreement or understanding between the parties relating to the subject matter hereof and supersedes and cancels all previous agreements, negotiations, letters of intent, correspondence, commitments and representations in respect thereof among them, and no party shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement except as provided in this Agreement.




15. Inurement; Assignment


The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon any successor of Company or to the business of Company, subject to the provisions hereof. Neither this Agreement nor any rights or obligations of Employee hereunder shall be transferable or assignable by Employee.


16. Amendment


This Agreement may not be amended in any respect except by an instrument in writing signed by the parties hereto.


17. Headings


The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.


18. Counterparts


This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.


19. Governing Law


This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Nevada, without giving reference to principles of conflict of laws. Any lawsuit commenced under the terms of this Agreement shall be commenced in a federal and/or state court located in Las Vegas, Nevada.




IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.


By: /s/ Nate Knight  
    Nate Knight, Chief Financial Officer Officer  
    Email address: nate_knight@hotmail.com  
By: /s/ Douglas Beplate

Douglas Beplate,

Email address: